Articles of Organization LLC New York
What Are New York Articles of Organization?
The Articles of Organization in New York, also known as the Certificate of Formation, is a legal document required to establish a Limited Liability Company (LLC) in the state. This document serves as the official record of the LLC's formation and includes essential information about the company. The Articles of Organization are governed by the New York Limited Liability Company Law (LLCL), specifically under Section 203. For more information, visit the New York Department of State Division of Corporations.
Are New York Articles of Organization Required?
Yes, filing the Articles of Organization is mandatory for forming an LLC in New York. According to Section 203 of the New York Limited Liability Company Law, an LLC is not legally recognized until the Articles of Organization are filed with the New York Department of State. Failure to file this document means the LLC does not legally exist, and the members do not enjoy the liability protections offered by the LLC structure.
Information Required in New York Articles of Organization
Name Requirements
The LLC name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." The name must be distinguishable from other entities registered in New York. Certain words, such as "bank" or "insurance," may require additional approval from relevant state agencies. For more details, refer to Section 204 of the New York Limited Liability Company Law. To check name availability, use the New York Business Entity Search.
New York Registered Agent and Registered Office
New York does not require LLCs to appoint a registered agent. Instead, the New York Department of State acts as the agent for service of process. However, LLCs may choose to designate an additional registered agent. The registered office must be a physical address in New York; P.O. Boxes are not acceptable. For more information, see Section 301 of the New York Limited Liability Company Law.
Management Structure
The Articles of Organization must specify whether the LLC is member-managed or manager-managed. This choice affects the governance of the LLC and must be clearly stated in the formation documents. For more details, refer to Section 203(e) of the New York Limited Liability Company Law.
Organizer Information
An organizer is the individual or entity responsible for filing the Articles of Organization. There are no residency requirements for organizers in New York. The organizer must provide their name and address in the document. For more information, see Section 203(d) of the New York Limited Liability Company Law.
Purpose Statement
New York allows for a general purpose statement, which means the LLC can engage in any lawful business activity. However, if the LLC is formed for a specific professional service, additional documentation may be required. For professional entities, visit the New York State Education Department Office of the Professions.
Certificate of Formation Effective Date
The Articles of Organization become effective upon filing with the Department of State unless a delayed effective date is specified. The delayed date cannot be more than 60 days after the filing date. For more information, see Section 203(f) of the New York Limited Liability Company Law.
How to File New York Articles of Organization
Online
The New York Department of State offers an online filing system available 24/7. The process involves creating an account, completing the online form, and paying the filing fee via credit card.
To file by mail, send the completed Articles of Organization form to:
New York Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
Include a check or money order payable to "Department of State." Processing time varies, and the filer will receive a filing receipt by mail.
New York Articles of Organization Filing Fee
The filing fee for the Articles of Organization in New York is $200. For the official fee schedule, visit the New York Department of State Fee Schedule. Additional fees may apply for expedited processing.
What Happens After Filing New York Articles of Organization?
Once filed, the LLC is legally recognized as a business entity. The filer will receive a filing receipt as evidence. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, New York requires LLCs to publish a notice of formation in two newspapers within 120 days of formation. For more information, see the New York Department of State Publication Requirements.
Common Mistakes When Filing New York Articles of Organization
- Name Availability Issues: Ensure the LLC name is unique and complies with state requirements. Use the Business Entity Search to verify availability.
- Missing Required Information: Double-check that all required fields are completed in the Articles of Organization.
- Incorrect Fees: Verify the correct filing fee and include payment with the submission.
- Invalid Registered Agent: If designating an additional agent, ensure they meet state requirements.
- Restricted Terms Without Approval: Obtain necessary approvals for restricted terms in the LLC name.
- Unsigned Documents: Ensure the Articles of Organization are signed by the organizer.
- Wrong Forms for Professional Services: Use the correct forms for professional LLCs, available from the Office of the Professions.
- Delayed Publication: Comply with the publication requirement within 120 days to avoid penalties.
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