How to Form a Professional Limited Liability Company in New York – Articles of Organization for Professional Limited Liability Company (DOS-1374-f)

The New York Articles of Organization for Professional Limited Liability Company was developed by the New York Department of State to provide entities wishing to register as a Professional Limited Liability Company with the New York Department of State Division of Corporations. It is worth noting this will only provide a structure and call for the minimum reporting requirements of this filing. Some types of Professional Limited Liability Companies will be required to provide additional information. Organizers who are not completely familiar with the process of forming and registering such an entity in the State of New York are encouraged to seek a consultation with a New York attorney before undergoing this procedure.

The Filing Fee for the New York Articles of Organization for a Professional Limited Liability Company is $200.00. This is payable with a check made out to “Department of State.” You may pay with this method when filing by mail or in person. If you are filing by mail, in person, or by fax and will pay with a credit card, then you must include a completed Credit Card/Debit Card Authorization Form. When filing online, you will need to submit an online payment at the time of submission.

How To File By Mail

Download Form
Download Credit Card Form

Step 1 – You will need to download a blank copy of the New York Articles of Organization For Professional Limited Liability Company by selecting the link labeled “Download Form.” The “Download Credit Card Form” has been provided should you wish to pay for this filing with a credit card.

Step 2 – On the first line under the “Articles of Organization Of” title, report the Name of the Professional Limited Liability Company including one of the business suffixes required by the State of New York (“Limited Liability Company,” “LLC,” or “L.L.C.”).

Step 3 – Locate the word “First.” This is the First Article and it will require the Name of the Professional Limited Liability Company being formed entered exactly as you have entered it in the title.

Step 4 – The Second Article will require a report on the Professional Service being provided by the forming entity. Enter this service on the blank line provided.

Step 5 – The Third Article requires a report on the County Name where the Professional Limited Liability Company maintains an office to provide the service listed to be entered on the blank line.

Step 6 – The Fourth Article requires the Complete Address where the forming Professional Limited Liability Company can reliably receive Service of Process Notices from the New York Department of State. This Article will also name the New York Department of State as the New York Agent to receive such process, on behalf of the Professional Limited Liability Company then, will notify this entity of the serving. Enter this Mailing Address in the Fourth Article. Note: This must be a well monitored Mailing Address. If it changes, you must inform the New York Department of State immediately.

Step 7 – In the Fifth Article, report the Full Name and Complete Residential Address of each Original Member. If there are Original Managers, report their information here as well, making sure to note the Manager status. Make sure each Address contains a Building Number, Street, Suite Number, City, and Zip Code. This must be a complete list of Members and Managers serving the Professional Limited Liability Company being registered, thus if there is not enough room, you must continue the Roster on a separate sheet of paper then attach it. Make sure to attach a copy of the Certification or License that will allow the Original Members/Managers to render this service in the State of New York.

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Step 8 – The Sixth Article is only required if any original Members or Managers are a Business Entity such as a Professional Corporation, Partnership, or other Limited Liability Company. You must provide information for both the items presented. In Item 1, report the Full Name of the Business Entity (Corporation, LLC, Partnership, etc.) serving the Professional Limited Liability Company as a Member or Manager. Then, in Item 2, report the Name and Address or Business Address of each Shareholder, Director, Officer, Member, Manager, or Partner in the business entity serving as an original Member or Manager.

Step 9 – Each Organizer of the Professional Limited Liability Company being formed must provide a Signature on blank line labeled “Signature of Organizer.” The Printed Name of the Signature Party must be entered below the Signature. Then indicate the capacity in which he or she is signing this document by selecting the box labeled “Member,” “Manager,” or “Authorized Person.”

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Step 10 – The top of the third page must have the Name of the Professional Limited Liability Company being formed verified on the blank line after the words “Articles of Organization Of.” Below this, report the Name and Mailing Address of the individual who is filing this paperwork with the New York Department of State Division of Corporations. Enter the Name of this party on the blank line labeled “Name” following the words “Filed by.” Then use the next two lines to report the filing entity’s Mailing Address.

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Step 11 – Next, you must obtain the proper Certificate of Good Standing from the New York Department of Education, Division of Professional Licensing Services and make sure the licenses of the Members have been obtained and attached to this document.

Step 13 – When you are ready, you may file the New York Articles of Organization for Professional Limited Liability Company with the New York Department of State Division of Corporations. This will require a $200.00 Filing Fee that may be paid for with a check (made out to “Department of State”) or you may pay for it with a credit card. If you are filing this document in person or by mail you may pay for this filing with a check or a credit card. If you are filing this document by fax, by mail, or online then you may only pay for it with credit card. Paper forms being paid for with a credit card must be accompanied by the Credit Card/Debit Card Authorization Form.

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 14 – As per New York State Limited Liability Company Law, Section 1203, once the Professional Limited Liability Company’s Articles of Organization has been filed, the newly formed Professional Limited Liability Company must contact the County Clerk where it is located then, publish a Notice as to its successful formation. Once this has been arranged the Professional Limited Liability Company must submit a Certificate of Publications along with affidavits of publication to the New York Department of State with payment of a $50.00 Filing Fee.