LLC Filing in New York

By Jeffry Olson, J.D.

LLC Filing in New York

By Jeffry Olson, J.D.

A limited liability company (LLC) is a formal business entity that's created when articles of organization are filed in the appropriate jurisdiction. In general, LLCs offer the tax advantages of a sole proprietorship or partnership, while providing the liability protection of a corporation.

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Every state has its own requirements for creating and operating an LLC within its jurisdiction, including New York.

Filing Articles of Organization and Declaring Registered Agents

In the state of New York, an LLC is created when articles of organization are filed with the New York Department of State, Division of Corporations. The articles must include the name of the LLC. In New York, the name of an LLC must include the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC." The articles must also include the county where it will be located and an address in the state where legal documents are mailed to the LLC.

The registered agent for every New York LLC must be the New York Department of State. The agency accepts service of process and forwards legal papers to the LLC if sued. The LLC may appoint an additional agent, who may be an individual New York resident or a business entity.

Preparing an Operating Agreement and Meeting the State's Publication Requirement

An operating agreement provides detailed information on the management of the LLC, beyond what is described in the articles of organization. This information includes the powers, duties, rights, and obligations of the members to each other and to the LLC. The State of New York requires LLC members to adopt an operating agreement in writing. The statute requires that the operating agreement is entered into prior to, at the time of, or within 90 days of the filing of the articles of organization. The operating agreement is an internal document, not filed with the state.

The LLC must publish a copy of the articles of organization or a notice related to the formation of the LLC in two newspapers. This publication must be done within 120 days of the filing of the articles of organization. The clerk of the county where the LLC is located designates the appropriate newspapers. Each newspaper provides the LLC with an affidavit of publication after the notice has been published. The LLC submits a certificate of publication to the New York Department of State, Division of Corporations. The certificate must have the affidavits of publication from the newspapers attached.

Meeting Tax and Regulatory Requirements

All federal, state, and local tax and regulatory requirements must be met by the LLC. These requirements include obtaining a federal employee identification number and all appropriate state and local business licenses. The State of New York requires an annual state filing fee based on the income and tax filing status of the LLC.

To form an LLC in New York State, not only must articles of organization be filed with the appropriate state agency, notice of the articles must be filed in two designated newspapers in the appropriate county. New York also requires the State to be named as a registered agent for the LLC. The LLC must have an operating agreement, although New York does not require it be filed. These are just some of the requirements for having an LLC in the state of New York.

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