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New York State is a great place to start a new business. It has one of the largest state economies and a workforce made up of employees from all over the world. Many entrepreneurs choose to start limited liability companies (LLCs) because LLCs provide protection from personal liability without the formalities of a corporation. However, before starting your LLC, you need to file formation documents with the state government agency.
At ZenBusiness, we help entrepreneurs of all kinds start new businesses. Consider forming your LLC using our New York LLC Formation Services, and you’ll get access to our team of business experts. We’ll provide you with guidance throughout the process and help keep your business legally compliant.
For now, we’ll explain the steps on how to file your LLC formation documents, called Articles of Organization in New York.
To complete your business registration in New York, you’ll file your LLC Articles of Organization with the New York Department of State, Division of Corporations. You can use the form provided by the Department or draft your own. Follow the steps below, which will help you complete the process.
The first thing you’ll need to do before you can complete the Articles of Organization for your LLC in New York is to choose a name for your LLC. Under Section 204 of New York’s Limited Liability Company Law, your LLC’s name needs to include the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC.” In addition, your name needs to be distinguishable from other registered and reserved business names.
You can search the Corporation and Business Entity Database online to see if a registered entity is using your chosen name. However, to receive official confirmation that your name is distinguishable, you need to submit a written request to the Division of Corporations with a list of the names you want to compare. After checking your name availability, you can file to reserve the name for 60 days while you finalize your business plans. You can renew your name reservation for two additional 60-day periods.
Finally, the law restricts the use of certain words that represent regulated industries (like “insurance” or “school”) in the names of LLCs. You’ll want to check with the Division to ensure that your name doesn’t contain one of the prohibited words.
When you file your Application for Reservation of Name, the Department of State will issue you a Certificate of Reservation. The Certificate guarantees that your name is available (distinguishable), but it does not verify that the name meets the legal requirements of Section 204. You will attach the Certificate of Reservation when you file your LLC Articles of Organization in NY.
When your LLC receives service of process and other legal documents, the state will mail them to your Registered Agent. Under New York law, an LLC must designate the Secretary of State as its agent. You will provide your business address to the Secretary of State in your Articles of Organization. You may also designate another individual or company as a Registered Agent if they are located in New York. If you use our Registered Agent Service, we’ll take care of finding a reliable Registered Agent for you.
In an LLC, the business owners are called “members.” The LLC’s organizer (the individual who prepares the state of New York Articles of Organization) is typically a member of the LLC, but they aren’t required to be. The law does require that a new LLC have at least one member at the time of formation.
Many states require you to submit a certification that the LLC has one or more members. You don’t need to include such certification in your Articles of Organization in New York unless you want to.
When you file your NY LLC Articles of Organization, the state will immediately recognize your LLC as a legal entity upon processing. However, you can choose a delayed effective date up to 60 days in the future.
New York has a publication requirement for new businesses. Within 120 days after filing the Articles of Organization for your LLC in New York, you’ll publish a notice of your formation in two newspapers designated by your county clerk. One newspaper will print daily, and the other will print weekly. Once the notice runs for six consecutive weeks, you’ll submit proof of publication to the Department of State, including an affidavit of publication from the newspapers and a filing fee.
You can file your Articles of Organization online using the Department of State’s Business Express portal. Conversely, you may file a paper form with the New York State Department of State, Division of Corporations, by mail, in person, or by fax. Your filing must include the appropriate filing fee. You can look up the current fees on the Division’s website.
Once the Division of Corporations processes your state of New York Articles of Organization, your LLC is legally formed. However, there are a few more steps before you’re ready to do business.
Most businesses need to apply for an Employer Identification Number (EIN) from the IRS. You’ll use your EIN to apply for a business license, open a business bank account, and file taxes. We can handle the application for you with our Business EIN Service.
Every New York LLC needs to have an Operating Agreement. Your Operating Agreement sets rules for the LLC’s business, the conduct of its affairs, and the rights, powers, preferences, limitations or responsibilities of its members, managers, employees or agents, as the case may be. It’s important to make your Operating Agreement as detailed as possible. Otherwise, the courts will require your LLC to resolve ownership disputes following the law’s default rules.
All businesses with employees need to apply for Unemployment Insurance and Workers’ Compensation. You can obtain Unemployment Insurance through New York State’s Department of Labor, and Workers’ Compensation through the New York State Insurance Fund or a private carrier. Additionally, your business may need to obtain disability insurance and health insurance for its employees.
We understand that the steps to forming a new business can feel overwhelming. We’re here to help. In addition to helping you form your business, when you sign up for our Worry-Free Compliance Service, we’ll keep you informed of important compliance deadlines and organize your business documents on your dashboard. Further, we’ll keep you up to date with guidance for every stage of business ownership.
Disclaimer – The content on this page is for informational 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.
If you need to change your Articles of Organization, you must file a Certificate of Amendment of Articles of Organization detailing the change with the Department of State. We offer an Amendment Service to complete this for you.
If you need to close your business, you’ll complete and file the Articles of Dissolution with the Department of State. You’ll need to include the appropriate filing fee.
If the LLC isn’t the right business structure for you, you might want to consider forming a corporation. To create a corporation in New York, you’ll need to file a Certificate of Incorporation with the Department of State and pay a filing fee.
Yes, Section 417 of New York State’s Limited Liability Company Law requires LLCs to create an Operating Agreement.
While it’s not required to have attorney representation to file Articles of Organization in New York, only a licensed professional can properly give you advice on forming your new business.