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
– L.L.C.
– LLC

Enter the LLC name, including the identifier, to continue.

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.

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:”

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.

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? 

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.

Next, review the submitted information to ensure it is correct and then file the Articles of Organization to officially form your LLC!