How to Form a Limited Liability Company in New York – Articles of Organization Limited Liability Company

The New York Articles of Organization of Limited Liability Company should be filled out then submitted to the New York Department of State Division of Corporations when it is time for an entity to register its formation as a Limited Liability Company. The document presented here, while developed by the New York Department of State, should be considered a form template that will require only the minimum reporting requirements for registering a Limited Liability Company, in New York, in compliance with the New York Limited Liability Law. You may also draw up your own articles to include information that may be required for the specific entity type of Limited Liability Company being formed.

You may submit this form by mail, in person, by fax or online. If you are paying th $200.00 Filing Fee with a check then it must be payable to “Department of State” and the filing must be mailed. All filings are payable with a MasterCard, Visa, or Amex by filling out the Credit Credit Card/Debit Card Authorization Form and filing by fax or mail. If you are filing online, you will need to supply this payment at the time of submittal during the online filing process. Additional services are available upon request when filing. If you choose you may expedit the process for an additional fee. Twenty-Four Hour Processing is available for an additional $25.00, Same Day Processing is available for an additional $75.00, or 2-Hour Processing is available for an additional $150.00. If you wish to have a Certified Copy you may request it with an additional $10.00.

How To File Online

Step 1 – Go to the first page of the New York Department of State On-Line Filing System here: https://appext20.dos.ny.gov/ecorp_public/f?p=201:17. Then, click on the words “Domestic Business Corporation (For Profit) and Domestic Limited Liability Company

Step 2 – Select the line labeled “Articles of Organization for a Domestic Limited Liability Company…”

Step 3 – In the text field just above the word “Name,” enter the full Name of the Limited Liability Comapny you wish to register, including the appropriate suffix, then select the button labeled “Continue.”

Step 4 – If the Organizer is an individual and not a business entity then place a check mark in the box labeled “include following statement…” Make sure this statement applies to the Organizer exactly as it is written.

Step 5 – In the section labeled “Limited Liability Company Name,” report the desired Name you wish for the Limited Liability Company being registered in the text box labeled “Name.” If the desired Name is in a foreign language, then enter the English Translation in the text field below this.

Step 6 – The next section, “Purposes,” is optional. If the Purpose Statement contained in this section will apply to the Limited Liability Company, then place a check mark in the box labeled “include following statement.”

Step 7 – In the section labeled “County,” select the County Name where the Limited Liability Company is located using the drop down list provided.

Step 8 – In the section labeled “Service of Process,” the New York Secretary of State will be the designated New York Registered Agent accepting Service of Process on behalf of the newly formed entity. You must provide the New York Secretary of State with an address where it may Mail a notice that a Service of Process is being served. This must be a reliable Address where receipt of such documents will be guaranteed. First, select the first radio button to manually enter this Address or select the second radio button labeled “select a Service Company” to pick the a professional service the Limited Liability Company has obtained. Selecting the second radio button will generate a table with entities known to act in this capacity. For our purposes, select the first radio button (labeled “enter Service of Process information”).

Step 9 – In the field labeled “Service of Process Name,” enter the Full Name of the Mail recipient obtained to receive Service of Process notifications. Then in the fields labeled “Address,” “City,” “State NY,” and “Postal Code” report the Mailing Address of this entity.

Step 10 – If the Limited Liability Company has obtained a New York Registered Agent for the purposes of receiving Service of Process aimed at the Limited Liability Company in the State of New York, then select the radio button labeled “include following statement…” in the section labeled “Registered Agent.” Then indicate if the New York Registered Agent is an individual by selecting the radio button labeled “enter Registered Agent information” or that it is a Business Entity by selecting the radio button labeled “select a Registered Agent Company.” For our purposes select the second radio button. This will generate a drop down list. Use this drop down list to select the Registered Agent obtained by this Limited Liability Company to auto-populate the fields in this section.

Step 11 – The section labeled “Management Structure” is optional. If you wish to document the Management Structure of this Limited Liability Company then select the check box labeled “include following statement.” This will allow you to choose the radio button next to the choice defining this entity’s Managment Structure: “one or more members,” “one or more managers,” “A class or classes of members,” or “A class or classes of managers.”

Step 12 – The section labeled “Effective Date” is optional but it may be opened by placing a mark in the check box labeled “include the following statement.” The Effective Date is the day the Limited Liability Company will achieve its status as such as a result of this filing. Generally, it is considered the same day the New York Department of State Division of Corporations approves and files these articles. Select the first choice for the Filing Date to be the Effective Date. If you wish to name a specific Effective Date then select the radio button labeled “on” then enter this date on the text field provided.

Step 13 – The section labeled “Dissolution Date” is optional. As with the previous sections, you may open the choices by marking the check box labeled “include the following statement.” If the Limited Liability Company intends to operate with no intention of dissolving or losing its business status then select the first choice. If the Limited Liability Company does intend to dissolve then select the radio button labeled “The latest date on which the limited liability company is to dissolve is,” then enter the last Date this entity may operat in the text field provided.

Step 14 – There will be a “Liability Statement” provided. Check the box below the words “Liability Statement” to have the statement displayed apply to the formation of this entity.

Step 15 – In the section labeled “Organizer,” the Organizer of this Limited Liability Company must enter his or her Name and Address in the fields labeled “Organizer Name,” “Address,” “City,” “State,” and “Postal Code.” You may auto populate these fields with the Address you reported in the Service of Process section by selecting the button labeled “SOP Address.”

Step 16 – The next secton will be the “Signature” section. Here, the Organizer must provide an Electronic Signature by typing in his or her Name in the text field labeled “Signature.” Below this the Signature Party must define in what capacity he or she is providing this Electronic Signature by entering it in the field provided (i.e. Member, Manager, etc.).

Step 17 – The “Filer” section refers to the individual actually submitting this form to the New York Department of State Division of Corporations. This party must enter his or her Full Name in the field labeled “Filer Name.” Then he or she must use the fields labeled “Address,” “City,” “State,” and “Postal Code” to report his or her Complete Address.

Step 18 – When you are ready, you may select the button labeled “Save for Later” then return to it (within 30 days), the “Back” button to go to the previous screen and edit the information you entered, or select the yellow button labeled “Continue.” Selecting “Continue” will lead you to a payment area where you may input the credit card/debit card information necessary to pay the $200.00 Filing Fee.

Step 19 – As per New State Limited Liability Company Law, Section 206, the Limited Liability Company must publish a Notice regarding its formation, within 120 days, in two newspapers. The County Clerk where the Limited Liability Company is located will provide a list of newspapers that may satisfty this requirement. Once a Certificate of Publication has been obtained from the newspaper the Limited Liability Company must supply this and the affadavit of publishing to the New York Department of State along with a payment of the $50.00 Filing Fee.

How To File By Mail

Download Form
Download Credit Card Form

Step 1 – You may obtain a blank copy of the New York Articles of Organization Limited Liability Company by clicking on the link above (“Download Form”). If required, you may also obtain a blank copy of the Credit Card/Debit Card Authorization Form by selecting the link labeled “Download Credit Card Form.”

Step 2 – On the first blank line of this document, below the Title “Articles of Organization Of,” enter the Name of the Limited Liability Company these articles are focused upon registering.

Step 3 – In the First Article report the Full Name of the Limited Liability Company being formed and registered in the State of New York. It is crucial the Name reported here is wholly unique and contains the designating suffix “Limited Liability Company,” “LLC,” or “L.L.C.”

Step 4 – Next, in the Second Article, report the Name of the County where the forming Limited Liability Company’s Principal Office will be located on the blank line provided.

Step 5 – The Third Articles will Name the New York Secretary of State as the receiver of any future Service of Process aimed at the foreign Limited Liability Company and will require a report on a the official Mailing Address where the forming Limited Liability Company will reliably receive such documents. You may report this address using the space provided in the Third Article.

Step 6 – The last line of the first page will require the Signature of at least one Organizer on the line labeled “Signature of Organizer” and the Printed Name on the line labeled “Print or Type Name of Organizer”).

NYLLC

Step 7 – The top of the second page will require the Name of the Limited Liability Company reported on the first blank line following the title “Articles of Organization Of.”

Step 8 – Next, locate the words labeled “Filed By.” Then, on the lines designated with the labeled “Name,” “Mailing Address,” and “City, State and Zip” enter the Name and Mailing Address of the individual who is filing the New York Articles of Organization For Limited Liability Company.

NYLLC2

Step 9 – You may file the New York Articles of Organization Limited Liability Company with the New York Department of State Corporations Division with a payment of the $200.00 Filing Fee by mail, fax, or in person. Normally, it will take one to three business days from the date of receipt to process this filing however, you may expedite this process if you choose to. This may be done through the Credit Card/Debit Card Authorization Form for an additional Expediting Fee. The Service Options are Twenty Four Hour Expedited Processing (Fee:$25.00), Same Day Expedited Processing (Fee:$75.00), or 2-Hour Processing Expedited Processing (Fee: $150.00). You may pay for this filing with a major credit card (Mastercard, Visa, Amex) through the Credit Card/Debit Card Authorization Form when filing by mail, in person, or by fax. You have the option of also paying by check when filing by mail or in person so long as the check covers the minimum Filing Fee of $200.00 and is payable to “Department of State.”

File In Person:

Division of Corporations
State Records Uniform Commercial Code
One Commerce Plaza
99 Washington Ave
6th Floor
Albany, NY 12231
Hours: Monday through Friday, 9:00 a.m. to 4:30 p.m.

File By Fax:

518.474.1418

File By Mail:

New York State Department of State
Division of Corporations
State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave
Albany, NY 12231

Step 10 – As per New York State Limited Liability Company Law, Section 206, the newly formed Limited Liability Company must publish a Notice of its formation within 120 days of a successful filing in two newspapers. The Limited Liability Company will receive a Certificate of Publication and obtain an affa davit of Publication then submit these documents to the New York Department of State Division of Corporations with a payment of the $50.00 Filing Fee. Contact the County Clerk where the Limited Liability Company is located to obtain which newspapers will satisfy this requirement.