How to form a
New York Limited Liability Company
Organizing a New York LLC
A New York limited liability company is formed by filing Articles of Organization with the New York Department of State and paying a fee of $200. 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.
Name of Limited Liability Company
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 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 proposed name of an LLC can be searched for availability prior to the submission of the Articles of Organization for filing online or by writing to the Department of State, Division of Corporations, 41 State Street, Albany, NY 12231. The written inquiry should state that you wish to determine the availability of an LLC name (or names) and list the name (or names) to be checked. There is a $5 fee for each name to be pre-cleared which must accompany the request. Pre-clearing a name does not reserve the name.
Some filers may wish to reserve their LLC name prior to filing the Articles of Organization. To reserve a name, file an Application for Reservation of Name. The fee for filing an Application for Reservation of Name is $20. An Application for Reservation of Name holds the name for 60 days and may be extended twice for additional periods of 60 days. The fee to extend the reservation of name is also $20. The filing receipt issued by the Department of State for the Application for Reservation of Name must accompany the Articles of Organization when presented for filing. The filing receipt issued by the Department of State for an Application for Reservation of Name must also accompany any request to extend the name reservation.
Articles of Organization
The Department of State has prepared a fillable form, but you are not required to use the form. The form prepared by the Department does not contain any optional provisions, for example. The Department will not accept papers incompatible with its recording technology. All entries and signatures should be typewritten or in black ink on white paper. Avoid dark paper, small or light type, outline or condensed fonts, colored inks, etc.
The Articles of Organization must include the following:
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1. Name of the limited liability company.
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2. The county within New York in which the office of the limited liability company is to be located.
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3. The LLC must designate the Secretary of State as its agent for service of process. The Articles of Organization must provide an address to which the Secretary of State may mail a copy of any process received. The address may be within or without the state of New York.
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4. The organizer must sign the Articles of Organization and print his or her name in the space provided opposite the signature.
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5. Provide the name and address of the filer of the Articles of Organization. The Department of State issues an official filing receipt to the filer of the Articles of Organization.
The Articles of Organization may contain other provisions not inconsistent with the Limited Liability Company Law.
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 LLC, an extract of information provided in the Articles of Organization, and an accounting of the 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.
Filing and Payment
By mail: Send the completed Articles of Organization with the filing fee of $200 to the New York State Department of State, Division of Corporations, 41 State Street, Albany, New York 12231.
In person: Deliver the Articles of Organization to the above address. The Division of Corporations is on the second floor and is open from 8:00 a.m. to 4:30 p.m., Monday through Friday.
By fax: Fax the Articles of Organization along with a Credit Card Authorization Form to the Division of Corporations at (518) 474-1418.
Payment by Credit Card: The Department of State’s Division of Corporations accepts MasterCard and Visa for the payment of fees. Complete and sign the Credit Card Authorization Form and submit it to the Division of Corporations with your Articles of Organization. The Credit Card Authorization Form is available from the Department of State’s website at http://dos.state.ny.us/corp/creditcard.html or by calling (518) 473-2492.
Expedited Processing: For an additional, non-refundable fee, as indicated, the Division of Corporations will ensure that a document is processed within the following time frames: (1) within 2 hours for an additional fee of $150; (2) the same day for an additional fee of $75; and (3) within 24 hours for an additional fee of $25. The additional, non-refundable fee for expedited processing must be paid by a separate check or money order or indicated in the appropriate space on the Credit Card Authorization Form.
Publication by Limited Liability Companies
Limited liability companies that are formed or authorized to do business in New York must publish a notice of formation in two newspapers, once each week, 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, as stated in the articles of organization. You may need to provide the county clerk with a copy of your filing receipt before the clerk's office will provide the names of the newspapers.
After publication, 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 attached, must be submitted to the Department of State, Division of Corporations, 41 State Street, Albany, NY 12231. The fee for filing the Certificate of Publication is $50.
Any LLC which fails to comply with the publication requirements within 120 days after its formation or qualification will have its authority to carry on, conduct or transact any business in the state suspended.
New York Department of State
Address:
Department of State
Division of Corporations
41 State Street
Albany, NY 12231-0001
Telephone: 518-473-2492
Fax: 518-474-1418
Email: corporations@dos.state.ny.us
Website: www.dos.state.ny.us/corps/index.html
Check name availability: http://www.dos.state.ny.us/corps/bus_entity_search.html
New York LLC Law
Name: New York Limited Liability Company Law
New York LLC Statute: N.Y. LLC Law ch. 34, §§ 101 to 114
Limited Liability Company Fee Schedule
All fees must be paid by cash, check, money order, MasterCard, Visa or American Express. Checks and money orders should be made payable to the “Department of State.” Please do not send cash through the mail. All checks over $500 must be certified.
| FILING LIMITED LIABILITY COMPANY CERTIFICATES Rev.0309 | |
| DOMESTIC | |
| Articles of Organization | $200 |
| Reservation of Name | 20 |
| Certificate of Publication | 50 |
| Amendment to Articles of Organization | 60 |
| Certificate of Correction | 60 |
| Restated Articles of Organization | 60 |
| Certificate of Change §211-A(a) | 30 |
| Certificate of Change §211-A(b) | 5 |
| Biennial Statement | 9 |
| Resignation of Registered Agent | 20 |
| Judicial Dissolution | 60 |
| Articles of Dissolution | 60 |
| Certificate of Merger or Consolidation | 60 |
| Certificate of Conversion | 200 |
| Articles of Organization — Prof. Service | 200 |
| Resignation for Receipt of Process | 10 |
| FOREIGN | |
| Application for Authority | 250 |
| Certificate of Publication | 50 |
| Amendment to Application for Authority | 60 |
| Certificate of Change §804-A(a) | 30 |
| Certificate of Change §804-A(b) | 5 |
| Surrender of Authority | 60 |
| Termination of Existence | 60 |
| Certificate of Merger or Consolidation | 60 |
| Application for Authority For. Prof. | 200 |
| Resignation for Receipt of Process | 10 |
| Biennial Statement | 9 | EXPEDITED HANDLING |
| All filings except Biennial Statement - per document | |
| For processing within 2 hours | 150 |
| For processing the same day | 75 |
| For processing within 24 hours | 25 |
| All certificates under seal - per entity requested | |
| For processing within 2 hours | 150 |
| For processing the same day | 75 |
| For processing within 24 hours | 25 |
| SERVING PROCESS | |
| Limited Liability Company | 40 |
| Certificate as to Service of Process | 25 |
| CERTIFICATES ISSUED, ETC. | |
| Certificates as to Documents on File, Status of Limited Liability Company | 25 |
| Affixing the Great Seal of the State | 10 |
| Certified Copy | 10 |
| Uncertified Photocopy of Filed Document | 5 |
| AVAILABILITY OF NAME | |
| Fee for each name submitted | 5 |
New York LLC Forms
Limited Liability Companies (Domestic)
Articles of Organization 
(fill-in form)
Used for formation of a limited liability company. This form was prepared by the New York State Department of State for filing articles of organization for a domestic limited liability company. It does not contain all optional provisions under the law. You are not required to use this form. You may draft your own form or use forms available at legal stationery stores. The Department of State recommends that legal documents be prepared under the guidance of an attorney. ** FILE ONLINE **
Other
Credit Card Authorization Form (fill-in form)
The Department of State's Division of Corporations accepts MasterCard and Visa for the payment of fees and services. Requests for copies of documents, certificates under seal, name availability, service of process and all documents submitted for filing may be paid by credit card using this form.