New York LLC Articles of Organization: Everything You Need to Know

New York LLC Articles of Organization are required to be filed when starting a new limited liability company (LLC) in the state.

Choosing an LLC Name

New York requires that all LLCs must contain "LLC," "L.L.C." or use the words "Limited Liability Company." You must verify that the name you want is available with the New York Department of State, Division of Corporations business name database. It cannot match another name already on file. Filling out an Application for Reservation of Name will reserve it for 60 days.

Filing the Articles of Organization

LLCs are created when the articles of organization are filed with the New York Department of State. In addition to the LLC name, it must list where the business is located and what address will be used for receiving legal documents. The operating agreement is important because it's the main document that sets forth the rights, duties, liabilities, obligations, and powers of the LLC's members.

If you're looking to create a new LLC, here are some important things to note about the articles of organization in New York:

• The processing time for filing by mail is typically one to two weeks. Expedited processing is available for an additional fee.
• You can obtain a certified copy of your articles of organization or articles of incorporation by mail, fax or in person. Requests made in person follow the same process, unless you pay for expedited service.
• Unless you request otherwise, certified copies of your articles of organization are sent via regular mail.
• All LLCs in New York must appoint the New York Department of State as its registered agent for service of process. It will handle all legal documents received on behalf of the LLC. You can choose to appoint an additional agent, which can be a local resident of New York or foreign LLC or corporation.
• New York requires that all LLCs must prepare a written operating agreement, which is different than many other states.
• You can enter into an operating agreement prior to, at the time of, or up to 90 days after filing your articles of organization.
• The operating agreement is not filed with the state, but rather is used primarily within the company.
• Although it's the law to have a written operating agreement in every New York LLC, the law is quiet on what happens if you're not in compliance.
• Within 120 days of the articles of organization becoming effective, the LLC must give notice by publishing a copy of the articles or notice in two newspapers. The newspapers are chosen by the clerk in the county where the LLC's office is located. After the notice runs, the newspaper will provide an affidavit of publication.
• You must submit a Certificate of Publication, with the affidavits, to the New York Department of State, Division of Corporations.

Tax Requirements and Annual Fees

Depending on your LLC structure, you may have additional regulatory and tax requirements. LLCs with more than one member have to apply for an IRS Employer Identification Number (EIN), even if there are no actual employees. Single-member LLCs must have an EIN only if there are employees or the LLC plans to be taxed as a corporation rather than a sole proprietorship. EIN applications can be done online through the IRS website. LLCs that wish to hire employees will need to obtain a federal tax ID number from the IRS as well.

New York also requires that some businesses obtain special permits or licenses. To see if your business falls under those requirements, visit the New York Business Permits Assistance Program website.

Annual fees for LLCs are determined by their federal tax status. Domestic or foreign LLCs that are treated as a partnership or sole proprietorship and has income, losses, or deductions in New York must pay the annual filing fee. LLCs that are treated as corporations are not subject to the annual fee. While other states require LLCs to file annual reports, New York waives this requirement. LLCs in New York must file a biennial report with the New York Department of State, and it's due on the last day of the month you originally filed.

If you have an LLC registered in a different state and wish to conduct business in New York, you'll need to register with the New York Department of State, Division of Corporations. Foreign LLCs are required to appoint a local registered agent for service of process.

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