SETTING UP A LIMITED LIABILITY COMPANY

Forming a Limited Liability Company in New York State

To set up a limited liability company (LLC) in New York State, one or more persons who are at least 18 years old, called an organizer, must file signed articles of organization with the New York State Department of State. New York Limited Liability Law, Section 203(e) sets fort the information required to be included in the articles of organization:

• The name of the LLC.
• The county whether the LLC’s principal office will be located
• Designation of the Secretary of State as the LLC’s agent for service of process and the post office address where a copy of any process served on the Secretary of State must mail a copy of the process served on them.
• The LLC’s dissolution date, if any.
• If the LLC has a registered agent in the state, its name and address and a statement that the registered agent is the LLC’s agent for service of process.
• If members are liable for any debts, obligations or liabilities of the LLC, a statement that those members are liable for those debts, obligations or liabilities.

The articles of organization may also include a statement of the business purpose, limitations on the authority of members to bind the LLC, and any other required or permitted provisions to be included in the LLC’s operating agreement.

The filing fee for filing the articles of organization is $200.00.

FORMATION OF LLCs MUST BE PUBLISHED IN NEWSPAPERS

Within 120 days after the articles of organization are effective, LLCs are required to publish a notice announcing their formation. It is noteworthy that incorporation of a corporation is not attended by the same requirement.

The notice must include, the name of the LLC; the date of filing of the articles of organization with the department of state and, if the date of formation is different, the date of the formation of the LLC; the county within this state, in which the office of the limited liability company is located; the street address of the principal business location, if any; a statement that the secretary of state has been designated as agent of the limited liability company upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him or her; if the limited liability company is to have a registered agent, his or her name and address within this state and a statement that the registered agent is to be the agent of the limited liability company upon whom process against it may be served; if the limited liability company is to have a specific date of dissolution; and the character or purpose of the business of such limited liability company. 

County clerks designate local newspapers in which the publication may be run. Notices must be published once a week for six consecutive in both a daily and weekly newspaper. Costs range from $200.00 up to $2,000.00 in New York County which tends to be the most expensive. After the notice has run, the newspaper will provide an affidavit of publication. The affidavits, along with a certificate of publication, must then be filed with the secretary of state with a $50.00 filing fee.

A notice may look like this:

Notice of Formation of

XYZ LLC.

Articles of Organization filed with Secretary of State of New York (SSNY) on 1/1/2024. Office location: Westchester County. SSNY is designated as agent of LLC upon whom process against it may be served. SSNY shall mail process to: 1234 Main St., Tarrytown, NY 10591. Purpose: any lawful act or activity.

ACTIONS UPON ORGANIZATION

After the articles of organization are filed, the members or managers of the LLC may adopt initial resolutions to adopt the operating agreement; elect officers, issue membership interests to initial members, open bank accounts and authorize signatories, adopt a fiscal year, and/or apply for foreign qualification in other states.

CONCLUSION

It is a good idea to consult with an attorney when setting up an LLC. The flexibility allowed under the LLC Law allows for many structures and arrangements between principals. Many DIY incorporation options are available online, but these come with basic operating agreements that may not fit the unique needs of a particular company. Many times, companies will discover that they did not take the appropriate steps only years later when problems arise. To guard against such problems, consulting with an attorney before setting up an LLC can ensure that each company’s unique purposes and requirements are covered and procedures are done properly.