Key Takeaways

  • Articles of Organization legally establish an LLC in New York and are filed with the Department of State.
  • You can file online, by mail, or in person, with an optional expedited service for faster processing.
  • Your Articles must include key business details like LLC name, registered agent, county location, and organizer information.
  • Once filed, your Articles of Organization become public record.
  • Copies of your Articles can be obtained online or by contacting the New York Department of State.
  • You may need to meet additional requirements such as licenses or permits, depending on your business type.
  • An Operating Agreement is mandatory in NY and must be adopted within 90 days of formation.
  • Legal assistance is optional but can be valuable for navigating compliance requirements.

Articles of Organization NY

Your Articles of Organization NY are a group of documents that you will need to form your LLC in New York. A Limited Liability Company (LLC) is best understood as a legal entity that is a combination of a Corporation and a Partnership. The purpose of an LLC is to shield your personal assets from any legal action taken against your company. Your LLC will be formed and allowed to do business after all your documents have been approved.

Before your company can be established, you must make sure that your chosen LLC name is available for use. It is important to decide what address you will include in your Formation Documents, as well as the county where you will publish the newspaper ads that will notify the public that your LLC has been formed.

What’s Included in the Articles of Organization

When preparing to file your Articles of Organization in New York, it's important to know what information is required. These articles act as the official formation document of your LLC and typically include:

  • LLC Name: Must meet NY naming conventions and include “LLC” or “L.L.C.”
  • County Location: The New York county where the LLC office is located.
  • Registered Agent: The Department of State acts as the default agent, but you can designate an additional one.
  • Service of Process Address: Where legal documents should be sent.
  • Organizer Details: Name and address of the individual completing the filing.
  • Filing Date: You may request a future effective date if desired.
  • Duration: Most LLCs are perpetual unless you specify otherwise.
  • Business Purpose (Optional): While not required in NY, some businesses include this.

Once accepted, these articles officially create your LLC in the state.

How to Form an LLC in New York - In a Nutshell

Follow these steps to form your LLC in the State of New York:

  1. Pick your LLC name.
  2. Submit your Articles of Organization NY.
  3. Choose a registered agent for your LLC.
  4. Develop and implement your Operating Agreement.
  5. Fulfill New York's Publication Requirement.
  6. Fulfill that state's Tax and Regulatory Requirements

New York differs from other states in that it does not require your LLC to file annual reports.

Ways to File the Articles of Organization in NY

You can submit your Articles of Organization to the New York Department of State using one of three methods:

  1. Online Filing:
    Visit the NY Department of State’s website and file through their online portal. This is typically the fastest method.

  2. Mail Filing:Send a completed Form DOS-1336 to:

    Department of StateDivision of CorporationsOne Commerce Plaza99 Washington AvenueAlbany, NY 12231

  3. In-Person Filing:
    Drop off your form at the address above during business hours.

Fees:

  • Standard filing fee: $200
  • Expedited service options: $25 for 24 hours, $75 for same day, and $150 for two-hour processing.

Guidelines in Choosing a Name for Your LLC

As in many states, the name you choose for your LLC must use the abbreviations “L.L.C.” or “LLC,” or the full title “Limited Liability Company.”

The name of your LLC should be unique from other businesses that have registered with the New York Secretary of State. You can reference the New York Department of State Division of Corporations business name database to find out if your desired name is available.

If you file an Application for Reservation of Name, you can reserve the name of your business for up to 60 days. The fee for filing the Application for Reservation of Name is $20, and you can file your application by mail. When reserving your name, make sure you have followed New York's naming conventions and that the name is available to use.

LLCs that are formed in New York are required to name the New York Department of State as their registered agent. Legal papers mailed to your company will be accepted by the Department and then forwarded to your LLC.

If you wish, you can appoint an additional registered agent, which can be:

  • A New York resident
  • A New York LLC
  • A Foreign LLC

Guidelines on Operating Agreement

New York LLCs are required to implement a written Operating Agreement, which is not a requirement in most states. Your Operating Agreement must be adopted within 90 days of filing your Articles of Organization NY.

The Operating Agreement will establish:

  • Rights of your LLC members
  • Member duties
  • Powers of your members
  • Liabilities and obligations of your LLC members

Your Operating Agreement does not need to be filed with the Department of State, as it is intended for internal use. No consequences have been listed by the state for not adopting an Operating Agreement.

Publication Requirements Guidelines

Your LLC is required to publish notices in two newspapers alerting the public to the formation of your company. These notices should be published within 120 days of your LLC formation.

The clerk of the county where your LLC office is located will choose the newspapers in which you will publish your notices.

Once your notices have been published, the newspapers will provide an Affidavit of Publication. You must submit your Affidavit of Publication, a Certificate of Publication, and copies of your newspaper publications to the New York Department of State, Division of Corporations. When you file a Certificate of Publication, you must pay a $50 fee.

Tax and Regulatory Requirement Guidelines

Your LLC may need to comply with other regulations and tax requirements. For instance, you will need to apply for an Employer Identification Number (EIN). You may also need to obtain a business permit or license depending on the nature of your LLC.

For tax purposes, domestic and foreign LLCs in New York are considered either a partnership or disregarded entity. The following will be subject to an annual filing fee:

  • Income
  • Gains
  • Losses
  • Deductions

Fees can range between $25 and $4,500.

Additional Requirements and Tips

While the Articles of Organization are a crucial step, here are additional tasks that may be required after formation:

  • Business Licenses and Permits:
    Depending on your industry and location, you may need to apply for specific local or state licenses.
  • Foreign Qualification:
    If your LLC operates outside New York, you may need to register in other states as a foreign LLC.
  • Business Insurance:
    Consider general liability insurance or workers’ compensation, depending on your operations.
  • Bank Account:
    You’ll need your Articles of Organization and EIN to open a business bank account.

For complex filings or multi-member LLCs, seeking professional assistance can help ensure compliance. You can find an experienced business attorney on UpCounsel to assist with these tasks.

How to Get Copies of Your Articles of Organization

After your LLC is formed, you may need a certified or plain copy of your Articles of Organization for purposes such as:

  • Opening a business bank account
  • Registering in another state
  • Applying for business licenses

Here’s how to get a copy:

  • Online:
    Visit the New York Department of State’s website and search for your business using the Corporation & Business Entity Database. From there, you can request a certified copy.
  • By Mail or In Person:
    Submit a written request to the Division of Corporations, including your LLC name and payment for copy fees. Certified copies usually cost $10 per document.

Keep in mind that Articles of Organization are public record in New York.

Frequently Asked Questions

1. How do I get Articles of Organization for an LLC in New York? You can file online, by mail, or in person with the New York Department of State and obtain a copy via their online business entity database.

2. What information is required in the Articles of Organization? You must include your LLC name, county, registered agent info, service of process address, and organizer details.

3. Are Articles of Organization the same as an Operating Agreement? No. The Articles create your LLC legally; the Operating Agreement governs internal operations and is also required in NY.

4. Can I file Articles of Organization myself? Yes, you can file them without a lawyer, but hiring one can help ensure compliance with all New York-specific requirements.

5. Are my Articles of Organization public? Yes, once filed, they become part of the public record and can be viewed or requested by anyone.

If you need help filing your Articles of Organization NY, you can post your legal needs on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.