Limited Liability Company Laws in New York

by Holly Cameron
The owners of an LLC are known as members.

The owners of an LLC are known as members.

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The New York Limited Liability Company Law governs the formation of limited liability companies, or LLCs, in the state. An LLC is a hybrid form of business entity that combines the flexibility of a partnership with the limited liability of a traditional corporation. In New York, an LLC may have an unlimited number of members who can form the company for any lawful business purpose.

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Name

The name of the LLC must be distinguishable from that of any other business entity registered in the state of New York. The name should also include the words “limited liability company,” or the abbreviation “LLC” or “L.L.C.” The state prohibits the use of certain terms, including “state police,” “urban development,” “corporation” and “partnership.” LLC organizers can reserve a name for use at a later date by filing an application with the Department of State; the reservation lasts for up to 60 days, although extensions are possible.

Formation

One or more organizers may form a limited liability company in New York by filing an Articles of Organization document with the Department of State. This document should include all relevant information, including the name of the LLC and the county where the it intends to set up its principal office. Organizers must also publish a notice of formation with at least two newspapers in the county where the business will operate. This notice should appear in the newspaper on a weekly basis for a period of six weeks. Once publication has taken place, the organizers must then submit an affidavit of publication to the New York Department of State. Theatrical production companies do not have to comply with the publication rules.

Registered Agent

All LLCs must appoint and maintain a registered agent for the purpose of receiving service of process. Organizers may choose to appoint their own agent, who can be either an individual over the age of 18 or a business entity. Alternatively, the New York Secretary of State may act as agent for an LLC.

Biennial Statement

Each LLC registered in New York must file a biennial statement every two years with the Department of State. The statement should be made on a form provided by the Department of State and should confirm the address of its registered office. If an LLC fails to file its biennial statement, it may be unable to complete certain business transactions.