An LLC is an unincorporated business organization of one or more persons who have limited liability for the contractual obligations and other liabilities of the business. The Limited Liability Company Law governs the formation and operation of an LLC. An LLC may organize for any lawful business purpose or purposes.
The LLC is a hybrid form that combines corporation-style limited liability with partnership-style flexibility. The flexible management structure allows owners to shape the LLC to meet the needs of the business. The owners of an LLC are “members” rather than shareholders or partners. A member may be an individual, a corporation, a partnership, another limited liability company or any other legal entity.
A limited liability company may be formed by filing Articles of Organization pursuant to Section 203 of the New York State Limited Liability Company Law. The New York Department of State has prepared instructions for forming a limited liability company that have been designed to make the filing as easy as possible.
How to File
- Organizers form an LLC by filing the Articles of Organization, pursuant to Section 203 of the Limited Liability Company Law, with the Department of State. Organizers prepare, sign and file the Articles of Organization that creates the LLC. Any person or business entity may be an organizer. Organizers may be, but need not be, a member of the LLC formed.
- The name of an LLC must include the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.” The name of the LLC must be distinguishable from the names of other LLC’s, corporations or limited partnerships on file with the Department of State. Section 204 of the Limited Liability Company Law contains a list of words and phrases that are prohibited or restricted in the name of an LLC. In addition, certain words and phrases require the consent or approval from other state agencies prior to filing the Articles of Organization with the Department of State.
- The completed Articles of Organization, together with the filing fee of $200, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
- Online filing is available on the Department of State’s website. Within minutes of filing, you will receive an email filing acknowledgement with your filing receipt attached in PDF format. Additionally, you will have the option of requesting additional services, such as a plain copy, certified copy or certificate of existence. These documents will be attached as a PDF document to the filing acknowledgement.
- The Division of Corporations is required by statute to reject for use any corporate, limited partnership, or limited liability company name that is not "distinguishable" from existing names on file. The only avenue to determine whether a name is available for a corporation, limited partnership or limited liability company is to make a name availability inquiry. The Corporation and Business Entity Database online search is intended for status inquiries of entities already on file with the Department of State. Customers are cautioned to avoid interpreting database search information as an indication that a name is or is not available for use.
- The records of the Division of Corporations may be searched for availability of name by submitting a written request to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The written inquiry should state that you wish to determine the availability of a name and list the name or names to be searched. Although it is not required, it is recommended that a copy of the name availability response be attached to the document you are submitting for filing.
- A finding that the name is available is not an approval of the name by the Department of State and is not a determination that the proposed name satisfies any particular requirement of law. No expenditure or other commitment should be made in reliance upon the availability of a name.
- Pursuant to Section 96 of the New York State Executive Law, the fee for searching the records for availability of name is $5 per name submitted. Please note that the Department's determination regarding the availability of a name applies only to the date and time that the name search was completed. Requests for name availability cannot be handled by telephone.
The fee for filing the Articles of Organization is $200.
Preferred payment methods include: money order, MasterCard, Visa or American Express.
- To pay for a fee using your credit card or debit card, complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
- Money orders should be made payable to the “Department of State.”
- Expedited Handling Services: (optional) The NYS Department of State's Division of Corporations offers expedited processing of time-sensitive documents. For an additional fee, the Department of State will process a document within the following time frames for the additional fee indicated; $25.00 per document for processing within 24 hours, $75.00 per document for processing within the same day, or $150.00 per document for processing within 2 hours.
- Preferred payment methods include: money order, Mastercard, Visa or American Express.
- The Department of State issues an official filing receipt to the filer of the Articles of Organization. The filing receipt reflects the date of filing, the name of the limited liability company, an extract of information provided in the Articles of Organization and an accounting of fees paid. Filers should verify that this information is correct. The filing receipt is your proof of filing. The Department of State does not issue duplicate filing receipts to replace those lost or destroyed.
- The members of an LLC are required to adopt a written Operating Agreement. See Section 417 of the Limited Liability Company Law. The Operating Agreement may be entered into before, at the time of, or within 90 days after the filing of the Articles of Organization. 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 Operating Agreement is an internal document of the LLC and is not filed with the Department of State. The law is silent on the consequences of not adopting an Operating Agreement. The Department of State cannot provide legal advice regarding the preparation of the Operating Agreement.
- Section 206 of the Limited Liability Company Law requires a copy of the Articles of Organization or a notice related to the formation of most limited liability companies to be published in two newspapers for six consecutive weeks. The newspapers must be designated by the county clerk of the county in which the office of the LLC is located. The newspapers charge a fee for the publication of the notice. The information in the published notice, including the name of the LLC, must match the Department of State’s records exactly as set forth in the initial articles of organization. The printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers annexed thereto, must be submitted to the Department of State, with a $50 filing fee. Failure to publish and file the Certificate of Publication with the Department of State within 120 days will result in the suspension of the LLC’s authority to carry on, conduct or transact business. Note the exemption in Section 23.03 of the Arts and Cultural Affairs Law.
- Domestic limited liability companies are required to file a Biennial Statement two years after the filing of the Articles of Organization with the NYS Department of State, and every two years thereafter. The filing period is the calendar month in which the original Articles of Organization were filed by the Department of State. Online filing is available on the Department of State’s website. The filling fee is $9. Entities who wish to receive a notice when the Biennial Statement is due for filing must provide an email address at the Department of State’s Email Address Submission/Update Service.
- Limited liability companies are required by statute to conduct business under their true legal or “real” name. If a limited liability wishes to conduct business under a name other than its true legal name, a Certificate of Assumed Name must be filed with the NYS Department of State. The filing fee for a Certificate of Assumed Name is $25.
- The NYS Department of State recommends that legal documents be prepared under the guidance of an attorney.