Limited liability companies (LLCs) in New York state interact with the New York secretary of state during all stages of the company's existence. The secretary of state is involved in the formation of the LLC, filing biennial reports, amending the LLC filing, and dissolving the LLC. Below is a summary of the dealings of LLCs with the New York secretary of state.

Filing an LLC in New York

  • Business Name Search: An LLC's dealings with the New York Department of State start during the early stages of the LLC's formation. One of the first steps toward creating an LLC is choosing a name. You can find out the availability of a name on the business name database of the Department of State, Division of Corporations. If the name you have in mind is available, you can go ahead and reserve it for a maximum period of 60 days. The name reservation fee is $20.
  • Appointing a Registered Agent: New York law requires all LLCs to appoint registered agents for service process. This person or entity should be available during working hours to receive legal papers on behalf of the LLC when the LLC is sued. Unlike most states in the U.S., New York law specifically requires LLCs to have a written operating agreement. The agreement can be made either before or within a period of 90 days after filing the Articles of Organization. The agreement is for use within the LLC and is not filed with the secretary of state.
  • Filing the Articles of Organization: You'll then need to file the Articles of Organization with the secretary of state. You can file the Articles of Organization by postal mail or online. The filing fee is $200. When you successfully file the Articles of Organization, your LLC will be created.
  • Submitting the Certificate of Publication: The LLC is required to publish a copy of the Articles of Organization or a notice announcing the formation of the LLC in two newspapers. This is done within 120 days of the Articles of Organization becoming effective. A Certificate of Publication obtained and affidavits of publication of the newspapers are then submitted to the Department of State, Division of Corporations at a cost of $50.

Foreign LLCs

LLCs that were organized outside New York state likewise appoint a registered agent and register with the New York Department of State, Division of Corporation. The filled application form and Certificate of Existence is sent by mail to the Division of Corporations. This filing fee for foreign LLCs is $250.

It is important to note that the secretary of state is not the only authority with legal requirements for LLCs in New York. Your LLC will need to satisfy the requirements of other governmental authorities. LLCs that have more than one member or employees are obligated to obtain Employer Identification Numbers with the IRS. LLC that get income, gains, and deductions should pay annual filing fees to the State Department of Taxation and Finance. The LLC might also be required to get permits or licenses, depending on its line of business.

Biennial Statements

The Department of State requires New York LLCs to file biennial statements every two years. The filing, which costs $9, is done in the month of the anniversary of the LLC's formation. These statements help the Department to get up-to-date information about LLCs. It is important to file biennial statements in time, as late filing may attract a fine of $250.

Amendment of the Filing

An LLC needs to contact the Department of State if it wants to amend the LLC's filing. An LLC filing may be amended to change the business name or to edit other important details. To make amendments, submit the completed Certificate of Amendment to Articles of Organization form to the New York Department of State, along with the $60 filing fee.

Dissolution of the LLC

The New York secretary of state will again come into play in the event of dissolving an LLC. To dissolve a New York LLC, file the Articles of Dissolution form and $60 filing fee with the New York Department of State. The dissolution process will be completed seven days after the filing, unless you opt for expedited processing.

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