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Forming a Limited Liability Company (LLC) in New York: A Step-by-Step Guide

Establishing a limited liability company (LLC) is a popular choice for aspiring entrepreneurs. In states like New York, adhering to specific legal requirements is crucial to enjoy the benefits of operating legally. Here’s what you need to know to form an LLC in New York.

Choose a Valid and Unique Name

Your LLC must operate under a name that reflects its organizational structure, including “Limited Liability Company” or an abbreviation such as LLC. The name should be distinctive and easily distinguishable from other registered businesses in New York. To ensure your chosen name is available, conduct a search in the state’s Corporation and Business Entity Database. Once you find a suitable name, you can reserve it at the New York State Department of State website.

File the Articles of Organization

New York, like other states, requires LLCs to file Articles of Organization. This document outlines the governance of your business. The filing fee for the Articles of Organization is $200, and the document must include:

  • The LLC’s name
  • The county of operation
  • The address where the New York Department of State can forward legal documents, such as lawsuit filings

By default, New York requires the Department of State to act as the registered agent for service of process. However, you can also designate additional agents, including:

  • Residents of New York
  • Foreign LLCs or corporations
  • In-state LLCs or corporations

Create an Operating Agreement

An Operating Agreement is essential for outlining the ownership structure, liabilities, powers, responsibilities, and financial regulations governing your LLC. In New York, you must adopt an Operating Agreement within 90 days of filing your Articles of Organization. Although you are not required to file the Operating Agreement with the state, having one is prudent as it can be crucial in legal disputes.

Publish Formation Notices

Within 120 days of forming your LLC, you must publish a copy of your Articles of Organization or a notice of formation in two newspapers. The newspapers must be designated by the county clerk of your operating jurisdiction. After publication, you’ll receive an affidavit of publication from the newspapers. You must then file a Certificate of Publication.

Register Foreign LLCs

If you want to conduct business in New York but your LLC is organized in another state, you need to apply for authority to operate. The application fee is $250, and you must submit a Certificate of Existence from your home state, confirming your LLC’s validity. The certificate must be less than one year old.

Fulfill Regulatory Requirements

To ensure smooth operation of your LLC, comply with the following regulatory requirements:

  • Obtain necessary state and local business licenses and permits
  • Secure a free Employer Identification Number (EIN) from the IRS if you have more than one member, plan to hire employees, or opt to be taxed as a corporation
  • Pay annual filing fees, which depend on your income, unless you choose to be taxed as a corporation

By following these steps and maintaining compliance with legal obligations, you can successfully form and operate an LLC in New York, positioning your business for growth and success.

Disclaimer

This article is intended solely to convey informational content and should not be construed as providing legal counsel. The views and expressions within this article are those of the author and have not been verified for accuracy or alterations in legislation by PhysicalAddress.com.

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