A limited liability company is formed in New York by submitting the completed Articles of Organization, and paying the filing fee to the New York Department of State, Division of Corporations. Submit the articles by mail, fax or in person. The filing fee is $200. Professional Limited Liability Companies have a separate form. New York takes three to four weeks to process the articles. For the additional expedite fees of $25, $75, or $125, New York will process the filing in two days, on the same day, or in two hours. Fax filing with the two-day expedite option is the most common New York LLC formation process. The Credit Card Authorization Form must be included in your fax.
New York State requires all newly formed LLCs and qualified foreign LLCs to publish a notice of the registration in two newspapers for six consecutive weeks in the county in which the office of the LLC is located. When the publication is finished, the paper will furnish an affidavit of publication, which is filed with the NY Department of State. Corporations in New York State have no publication requirements.
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, One Commercial Plaza, 99 Washington Avenue, 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.
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:
- 1. Name of the limited liability company.
- 2. The county within New York in which the office of the limited liability company is to be located.
- 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.
- 4. The organizer must sign the Articles of Organization and print his or her name in the space provided opposite the signature.
- 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.
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, One Commercial Plaza, 99 Washington Avenue, 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 NY Department of State’s website 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 $200; (2) the same day for an additional fee of $125; and (3) within 2 days for an additional fee of $75. 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.
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, One Commercial Plaza, 99 Washington Avenue, 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.
Register your foreign LLC to do business in New York State by filing the Application for Authority with the NY Division of Corporations by mail, fax or in person. The filing fee is $250. Attach a certificate of good standing from the home state, dated no more than one year prior to filing the application.
The same publication requirements for a domestic LLC apply for a foreign LLC also.
Name: New York Limited Liability Company Law
New York LLC Statute: §§ 203, 802, 1203 and 1306 of the New York State Limited Liability Company Law.
Filing Fees for New York LLC and PLLCs: Domestic $200, Foreign $250.
Certificate of Change: $30
Certificate of Publication: $50
Amendment to Articles of Organization: $60
Certificate of Merger: $60
Certificate of Conversion: $200
Articles of Dissolution: $60
LLC Biennial Statement: $9