Forming an LLC in New York may be easier than you think, with a little assistance. We’ve got a free, downloadable “do it yourself” kit you can use. In other words, the price you pay to purchase equals “zero.” That kit provides more information about LLCs and includes a couple of free LLC operating agreements. (We used to sell the kit but since the Covid-19 pandemic have simply given the kit away.)
For those of you who may just need a little help getting the forms filed with the state, you can just follow these steps. (These instructions are up-to-date as of August 5, 2020.).
1. Check if the LLC name you want is available
As a first step, you may want to check if the LLC name you want to use is even available. Here is an easy and free way to do this: You can search for a similarly named LLC using the New York Department of State’s online database at:
http://www.dos.ny.gov/corps/bus_entity_search.html
Enter the name you desire into the search box, which is in the left hand margin and click Enter.
You can also file an Application for Reservation of a Name to be used at a later date. You pay $20 per name to reserve a name for 60 days. The form for this optional procedure is found at
https://www.dos.ny.gov/forms/corporations/0234.pdf
2. Download the Articles of Organization form from the New York Department of State’s web site, then print this form
The URL, or web page address, for this form is as shown below.
https://www.dos.ny.gov/forms/corporations/1336-f.pdf
You may also file your Articles of Organization online at:
The online application asks for the same information we cover below regarding the download and print version of the application.
3. Identify the name you want to use for your new LLC
Enter your business or investment name onto the lines provided. (I used the example name, “Gotham Explosives LLC.”) Note that the name goes onto the first page the Form in two places and onto the second page of the Form in one place. Make sure that each time you input the name it is exactly the same. Missing a period or not capitalizing can cause your application to be rejected. The name must include one of the “Limited Liability Company” or one of the standard abbreviations, “LLC,” or “L.L.C.” For example, all of the following names should be acceptable:
- Gotham Explosives Limited Liability Company
- Gotham Explosives LLC
- Gotham Explosives L.L.C.
4. Indicate the county in which the LLC offices are located
Where the standard Articles of Organization document provides a space for it, specify the county in which the LLC offices are located.
5. Provide your name and address to the Department of State’s office
New York wants to know the name and contact information for a real person within the state of New York who the state can contact if it has questions or concerns about an LLC’s operation or if legal documents need to be served. Accordingly, enter your name and address information onto the lines that ask for this information.
6. Identify yourself as the LLC organizer
On the second page of the LLC articles of organization document, you need to provide your name and address as the LLC organizer. This information goes onto the last lines provided.
7. Acquire an appropriate written operating agreement
New York State requires that the members of an LLC have a written operating agreement. Quoting from a Department of State document that describes this requirement, “The operating agreement is the primary document that establishes the rights, powers, duties, liabilities and obligations of the members between themselves and with respect to the LLC.” The state also requires that the operating agreement be entered into within 90 days of the filing of the articles of organization. Accordingly, you will need to have an attorney draft an operating agreement (which many people do) or you will need to buy or find a boilerplate operating agreement someplace else. Our do-it-yourself limited liability kit download comes with a free boilerplate LLC operating agreement, so it may be a worthwhile purchase for $34.95. An important caution about a haphazardly-adopted operating agreement: By honoring scrupulously the terms of an operating agreement, you typically increase the liability protection that the LLC affords members. And this is especially true in the case of one owner, or single member, LLCs. Better safe than sorry.
8. Submit the application
After you complete the Articles of Organization document mail the document and a check for $200 to:
New York Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany NY 12231
You can also deliver your articles of organization in person or even fax the articles of organization to 518-474-1418. If you fax your order, you will need to include a credit card authorization form, which is available from the state’s web site at:
https://www.dos.ny.gov/forms/corporations/1515-f-l.pdf
Processing lead times vary, but in general, it takes several weeks to get your LLC certificate back from the Secretary of State’s office. Note that you can pay extra money using a separate check to have your articles of organization filed in an expedited manner. For example, at the time of this writing, you can pay for two-hour turnaround for $150, for same day turnaround for $75, and for 24-hour turnaround for $25. (Expedited documents need to be marked as “Expedited Handling.”)
The New York Department of State welcomes questions regarding filing of documents. Direct the questions to one of their business specialists at (518) 473-2492.
9. Give public notice concerning the LLC’s formation
State law also requires a notice related to the formation of a limited liability company. The notice needs to be published in two newspapers designated as acceptable by the county clerk of the county in which the LLC is located (within 120 days after the effectiveness of the initial articles of organization). This means the county you listed in your Articles of Organization.
You will need your “filing receipt” from the state of New York. You will need to contact the county clerk’s office to find out which newspapers are acceptable in your county. Contact the Newspapers. The county clerk and/or the newspapers should have a sample notice for you. After you have run the notice, the newspaper should give you an “Affidavit of Publication.”
Next mail “A Certificate of Publication” found at
https://www.dos.ny.gov/forms/corporations/1708-f.pdf
along with the affidavits of publication from the newspapers to
Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
The fee for filing the Certificate of Publication is $50.
The New York Department of State welcomes questions, regarding the filing of documents, at the above address or direct the questions to one of their business specialists at (518) 473-2492.