As a New York business owner, you may or may not know that you need to keep the state updated when certain public information about your New York limited liability company (LLC) changes. This is done by amending your New York LLC’s Articles of Organization and filing them with the state. But where do you begin? Don’t worry, we are here to help! Read on to learn about the process of filing an amendment to your New York LLC’s Articles of Organization, and how we can help you have your business back on track in a New York minute.
What are New York Articles of Organization?
Articles of Organization make your business valid in the state of New York. It’s how the state grants you the rights and privileges of being an LLC. It contains information about your business including its address, members, and registered agent, which must be public and up to date at all times.
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Step 1: Determine if you need to amend your New York Articles of Organization
You may need to file New York Articles of Amendment if any of your Articles of Organization information needs to be changed or updated. When filing a New York LLC amendment, think carefully about what information you want to include. You can, but aren’t required to, inform the state about changes to members or managers. That’s considered an internal business record. This is different from some other states.
Keeping your LLC’s information current is required by state law. In addition, keeping up to date with your amendments is vital for auditing purposes should you need to expand your business in the future. If this sounds overwhelming, we can help keep you on track with our outstanding Worry-Free Compliance service. We’ve helped thousands of business owners like you stay on top of your filing and amendment obligations. We also offer a New York registered agent service, which connects you with a local registered agent who fulfills state requirements.
If your New York LLC Articles of Organization aren’t current, you won’t be able to get a Certificate of Incorporation. A Certificate of Incorporation is a document issued by the New York Department of State. It indicates that your LLC has paid all of its state-required fees and filed all required documents. If you haven’t filed a New York LLC amendment and your Articles of Organization aren’t current, you can’t get a Certificate of Incorporation.
Failure to get a Certificate of Incorporation can severely limit your company’s growth. Some examples could be:
- Inability to raise capital
- Inability to open a business bank account or get credit
- Inability to do business across state (or international) lines
- Inability to obtain business licenses
As you can see, the inability to get a Certificate of Incorporation can be a bigger penalty than a fine.
Step 2: Identify what to change in your New York Articles of Organization
Now, let’s dive into the amendment process.
In New York, a domestic limited liability company may amend information for most of its original Articles, including its name, by filing a Certificate of Amendment. This is also the filing to add, amend, or delete any articles in the original Articles of Organization.
In New York, you need to have an authorized signer like a manager, member, or other authorized signatory sign the Certificate of Amendment. Unlike other states, New York doesn’t require a business ID number or other specific identifying information.
Step 3: File your New York LLC amendment
New York’s Certificate of Amendment form is open-ended, so be specific about what changes you’re making. Once you complete your New York LLC amendment, you can return it by fax, mail, or in-person to the Department of State’s office in Albany.
This process can be confusing, and our Worry-Free Compliance service can streamline your filing requirements. We also offer a separate amendment service to deal with this specific issue.
Restated Articles of Organization vs. Certificate of Change
You can change your registered agent, mailing address, and principal business location using a form called a Certificate of Change. This is a less expensive way to update your information. The Certificate of Change can only change a limited scope of information, but it costs about half as much as filing a New York LLC amendment.
New York law also allows business owners to restate their Articles of Organization. This is done in addition to filing a Certificate of Amendment. However, the Department of State doesn’t provide a form for you to restate your articles. Instead, you’re free to draft the restated articles as New York law specifies.
Keep in mind, New York is unique because it requires you to publish notice of your Articles of Organization. However, you don’t have to publish your Certificate of Amendment or your Certificate of Change.
Let us help!
Forming and running a business can be stressful and scary. That’s why we provide a range of formation and compliance services to help you achieve your goals. Whether forming your New York LLC, providing registered agent services, assisting with ongoing business compliance issues, we can help you get back to business in New York.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
- Do I need an attorney to amend my Articles of Organization in New York?
No, you don’t need an attorney to file a New York LLC amendment. However, depending on your circumstances, you may want to consult one for advice on making changes to your business.
- What business changes can be reported in a New York LLC Certificate of Amendment form?
Any business changes can be reported on the Certificate of Amendment form. Changes to registered agent and principal place of business need to be reported on a Certificate of Change instead.
- Is a New York LLC Certificate of Amendment the same as an annual report?
No. These are two different filings. You file an annual report every year, and you file a Certificate of Amendment whenever you need to update information.
- How long does it take to file an LLC Certificate of Amendment in New York?
New York is experiencing delayed filing times. It can take more than four months to complete the process. Be sure to check the Department of State’s website to get the most current information.
- What will I receive from the state of New York when my LLC Certificate of Amendment is filed?
You’ll receive a confirmation of filing if you pay a small fee to receive an unofficial copy of your documents.