Articles of Organization NY: Everything You Need to Know
Your Articles of Organization NY are a group of documents that you will need to form your LLC in New York.3 min read
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.
How to Form an LLC in New York - In a Nutshell
Follow these steps to form your LLC in the State of New York:
- Pick your LLC name.
- Submit your Articles of Organization NY.
- Choose a registered agent for your LLC.
- Develop and implement your Operating Agreement.
- Fulfill New York's Publication Requirement.
- 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.
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:
Fees can range between $25 and $4,500.
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, Stripe, and Twilio.