As New York business lawyers representing numerous startup businesses and established companies, we regularly help our clients form their New York limited liability company. Most like to use a third-party corporate services company to handle most of the ministerial tasks of the formation with New York state department of state to be cost effective.
The following steps are required to form a New York LLC. If you have any questions regarding these steps, it is best to call a New York business lawyer to make sure you protect your business.
- Choosing a Name. New York has laws regarding certain naming conventions that must be used. The name needs to contain the words “Limited Liability Company,” or the abbreviations “LLC” or “L.L.C.” . Also, the name of the LLC cannot be the same as any other New York corporation, limited liability company or limited partnership. And the name has to meet the naming requirements of §204 of New York’s Limited Liability Company Law. Search the New York Corporation and Business Entity Database for existing business and not for profit corporations, limited partnerships, limited liability companies and limited liability partnerships, as well as other miscellaneous businesses.
- Filing Articles of Organization. Once you’ve decided on a name, the next step is to prepare and file the Articles of Organization for your New York LLC. If you are not using a New York business lawyer or corporate services company to prepare your corporate documents, you can prepare and file the Articles of Organization using the New York Department of State’s online form.
- Publishing Notice of Formation. Under §206 the New York Limited Liability Company Law, within 120 days after the date your Articles of Organization becomes effective (usually the date of filing unless otherwise specified), a notice of its formation must be published in one daily, and one weekly, newspaper of the county where the office of your LLC is located (as noted in the Articles of Organization). You cannot choose any newspaper you want; rather, the newspapers need to be designated by the clerk of the applicable county.
- Filing the Certificate of Publication. After the newspapers have published the notices for which you have paid, the newspapers will send you Affidavits of Publication, which need to be annexed to a Certificate of Publication. The New York Department of State has provided a form Certificate of Publication on its website along with instructions for filing.
- Execution of Operating Agreement. New York law requires New York limited liability companies to adopt a written operating agreement — governing a limited liability company’s internal affairs, management, members’ rights and obligations, any “preferred” classes of membership, and how the LLC will be operated. It is important that the operating agreement is properly tailored to your business, and the parties agree to written “rules of the road.” There are plenty of generic forms of operating agreements online — however, some forms are good, some are bad, some may have been prepared by a lawyer or a non-lawyer, but rarely do they contemplate all of the specific needs of your business. The more members, managers and other people involved in a New York limited liability company (especially if they have varying rights and obligations), the more important it is to having a properly drafted LLC Operating Agreement. It is best to have the operating agreement for your New York limited liability company prepared by a New York Business Attorney.
- Optional: Lastly, depending on your particular business, you will likely have to obtain federal and state tax identification numbers, and also any New York state or local permits (including resale tax certificates) and relevant licenses.
Please check out our article, “Starting an LLC or a Business in New York? Here is my Business Startup Checklist” for more details.
Of course, it is best to discuss the above New York limited liability company formation with a New York Business Attorney and your accountant before making any government filings. As an experienced carpenter will tell you, “Measure the wood twice or thrice and cut it once.”