How To Fill Out The New York Articles of Organization
Did you know that filing the Articles of Organization is the first step in forming a Limited Liability Company (LLC) in the Empire State? Not only does this officially create a new LLC in New York, but also provides essential protection for its owners.
Here, I’ll go cover the steps to fill out and file the LLC Articles of Organization yourself, so your can launch your LLC confidently.
Zenbusiness and IncFile are running a special where you only pay state fees for your LLC formation!
Steps To Fill Out The New York LLC Articles Of Organization
The New York Articles of Organization is the official document filed with the New York State Department of State – Division of Corporations, State Records and Uniform Commercial Code to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
To file the New York Articles of Organization, you will need to submit the completed DOS-1336-f LLC Articles of Organization form to the New York State Department of State. The form can be completed and sent by mail or filed online.
I’ll go over how to fill out the form online. So, to get started, visit the New York Department of State’s website (New York Business Express) and create an account.
Step 1: Pick a Name for the LLC
The first step in filling out the New York Operating Agreement is to pick a business name.
There are a couple of requirements when choosing a New York LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of New York. You can verify name availability by doing a New York LLC name search or by entering your name in the search field and validate by clicking on “Check Name” to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
Enter the LLC name, including the identifier, to continue.
Step 2: Complete the Name Verification
In this step, there are a few sections to take care of.
To start, you are asked whether the person who will sign the LLC paperwork is at least 18 years of age. This is optional.
Next, you are asked if the name of the Limited Liability Company has any non-English words. Click “Yes” or “No” to continue. If the name does have a non-English work, you will need to provide the English translation.
The next section is optional, but you can enter the default statement “To engage in any lawful act or activity within the purposes for which limited liability companies may be organized pursuant to Limited Liability Company Law provided that the limited liability company is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained.”
Last, select the county where the primary office will be located.
This may be, but is not required to be, the actual place of the business, but can be the main location where the business records are kept.
Step 3: Enter the Address for the Registered Agent
Service of Process essentially means to accept papers that start a lawsuit. The New York Secretary of State requires an address where someone is generally available during business hours to accept Service of Process should the LLC be sued.
Some LLCs will choose the owner or LLC member, while others will use their accountant or attorney (Select the “Enter Service of Process Postal Address” button, while others will use a commercial Registered Agent Service (Select a Service Company) and enter the address.
Next, there are a couple of optional sections to look at.
First, you can have the Secretary of State also send an email notice if the LLC has been served.
And then including the statement, “The limited liability company designates the following as its registered agent upon whom process against it may be served within the State of New York is:”
Step 4: Include Any Optional Statements
In Step 4, where we are getting close to the end, there are some optional items to consider.
First, is declaring the management structure of the LLC.
This is asking whether the LLC is managed by members or managers.
In a Member-Managed LLC, the members themselves are the “managers” and have active involvement in the business’s day-to-day operations.
A Manager-Managed LLC is one where the LLC members hire somebody to run the company, similar to the position of CEO for a corporation.
Most LLCs are member-managed.
Then you are asked about the effective date of the LLC. This allows you to elect to have the LLC start immediately upon the filing of the Articles of Organization (which will happen without doing anything). If you want the LLC to start on a date up to 60 days in the future, select the “On the following date” and enter a date.
The main reason for delaying the LLC start date is when the filing is being done close to the end of a calendar year, and the business isn’t going to have any activity until the start of the following year. By delaying until the following year, one less business tax return will need to be filed.
In the optional dissolution date section, you can set a date to close the LLC. Most LLCs will skip this, but some businesses (usually investment-related) will have a specific closure date.
The last optional statement is the Liability Statement, which is an indemnification clause that says, “The limited liability company shall defend, indemnify, and hold harmless all members, managers, and former members and managers of the limited liability company against expenses (including attorney’s fees, judgments, fines, and amounts paid in settlement) incurred in connection with any claims, causes of action, demands, damages, liabilities of the limited liability company, and any pending or threatened action, suit, or proceeding. Such indemnification shall be made to the fullest extent permitted by the laws of the State of New York, provided that such acts or omissions which gives rise to the cause of action or proceedings occurred while the Member or Manager was in performance of his or her duties for the limited liability company and was not as a result of his or her fraud, gross negligence, willful misconduct or a wrongful taking. The indemnification provided herein shall inure to the benefit of successors, assigns, heirs, executors, and the administrators of any such person.”
Basically, it says the LLC will protect the members and managers of the LLC from the operations of the business, provided those members and managers weren’t negligent in their duties, and hold them harmless should there be a lawsuit.
Step 5: Organizer Attestation
In the next step, an Organizer will sign the Articles of Organization. The Organizer is someone who is involved with the LLC formation and may or may not be a member, such as a mentor, attorney, or accountant, but any of the initial member(s) could be listed as an organizer.
Related: Who can be an LLC Organizer?
Step 6: Filer Attestation
In Step 6, the filer, who may also be an Organizer or the Service of Process, will also sign the Articles of Organization. A receipt will be sent to the address of the filer.
Step 7: Review the Articles of Organization
Next, review the submitted information to ensure it is correct and then file the Articles of Organization to officially form your LLC!
New York LLC FAQs
How do you publish articles of organization in New York?
One additional step after filing the Articles of Organization in New York is the publishing requirement.
Per Section 206 of the New York LLC Act, after the Articles of Organization are filed, an ad has to be published for six consecutive weeks in two local newspapers or printers. To meet the Newspaper Publication Requirement, both papers must be located in the same county as the LLC’s principal office, in addition to being approved by the County Clerk of the county where the primary office of the LLC is located. After the notice has run, the publisher of each newspaper will send a filing receipt for proof of publication (Affidavits of Publication of the Newspapers).
Once the affidavits have been sent to you, they will be mailed along with the Certificate of Publication and a $50 filing fee to the Division of Corporations. The Certificate of Publication has to be submitted within 120 days of the LLC being formed.
How much does it cost to start a New York LLC?
The cost to set up a New York LLC includes paying a few different fees.
The initial fee is for filing the Articles of Organization with the New York Division of Corporations, which will cost $200.
Next, there must be a legal notice that is run in two newspapers. The cost of the legal notice will vary by publication.
After the notice has run, a Certificate of Publication and filing fee of $50 must be filed with the New York Division of Corporations within 120 days of the LLC being formed.
What is the cost to maintain an LLC in New York?
Every other year the Biennial Report and $9 fee must be paid.
What is the processing time to form a New York LLC?
LLCs formed online are processed in 7 business days, while mailed-in forms can take up to 2-4 weeks.
Should I use an LLC formation service or do it myself?
Two of my top formation companies have a special offer where you can get your LLC formed without paying any additional fees (state fees still apply). Check out Zenbusiness and IncFile to learn more.
Do you need a registered agent for your New York LLC?
All corporations and LLCs in New York are required to have and maintain a registered agent.
The registered agent is a party that is physically located in the state of New York that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Related: Who can be a New York registered agent?
What business licenses are needed in New York?
The requirements for business licenses and registrations in New York vary depending on what the business does and where it’s located.
Here is a list of common business licenses in New York.
Do New York LLCs need an EIN?
Only New York LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (EIN).
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the business owner.
Related: How to Apply for an EIN
Does New York require an LLC to have an operating agreement?
The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.
New York Statute § 417 states that an LLC Operating Agreement is optional. Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.