Forming a Limited Liability Company (LLC) in New York is popular for entrepreneurs looking to start or grow their businesses. LLCs offer numerous benefits, including limited liability protection for their owners and flexible management structures. One of the critical steps in forming an LLC is filing the Articles of Organization with the New York Secretary of State. This article will provide a comprehensive guide on How to File Articles of Organization in New York.
Webinarcare Editorial Team will help you understand the necessary steps to file for Articles of Organization. It would be best if all the factors in this article guided you.
On this page, you’ll learn about the following:
- What is Articles of Organization?
- How to File Articles of Organization in New York?
- Step 1: Choose a Name for Your LLC
- Step 2: Appoint a Resident Agent
- Step 3: Prepare Your Articles of Organization
- Step 4: File the Articles of Organization
- Step 5: Obtain an Employer Identification Number (EIN)
- Step 6: Create an Operating Agreement
- Step 7: Register for State and Local Taxes and Licenses
- Step 8: Maintain Ongoing Compliance
What is Articles of Organization?
Articles of Organization is a legal document filed with the New York Secretary of State to establish a Limited Liability Company (LLC) officially. The Articles of Organization contains essential information about the LLC, including its name, Resident Agent, and management structure. Once filed and approved by New York, the LLC becomes a legally recognized business entity, separate from its owners, and benefits from limited liability protection and pass-through taxation.
The Articles of Organization typically contains the following information:
- Company name
- The effective date of the company
- The headquarters of the company
- The company’s goal
- The period of the company’s operations
- Copy of the name registration certificate for the company
- Resident Agent’s and organizers’ names and addresses
- At least one company employee
Recommended: Filing Articles of Organization is easy and hassle-free if you hire a professional service. We recommend using –LegalZoom – ($0 + State Fee)
How to File Articles of Organization in New York?
Aside from hiring a Resident Agent, you should also be aware that a Resident Agent should file Articles of Organization in your New York LLC. Here are the steps and guidelines for filing.
Step 1: Choose a Name for Your LLC
The first step in registering an LLC Articles of Organization is selecting a unique and appropriate name for your company. Your LLC’s name must comply with your state’s naming requirements, which typically include the following:
- The name must be distinguishable from other registered business names in the state.
- The name must include an LLC designator, such as “Limited Liability Company,” “LLC,” or “L.L.C.“
- The name must not include prohibited words or phrases defined by your state’s regulations.
To ensure your chosen name is available through your state’s business name database, New York Department of State Division of Corporations, usually available on the New York Secretary of State’s website.
Step 2: Appoint a Resident Agent
Resident Agent is a person or entity responsible for receiving official correspondence and legal documents on behalf of your New York LLC. Most states require LLCs to designate a Resident Agent when filing the Articles of Organization. The Resident Agent must have a physical address in the state and be available during regular business hours.
Choosing a reliable and responsible Resident Agent is essential, as failure to receive and respond to legal documents can seriously affect your business.
You can serve as your own Resident Agent, appoint a friend or family member, or hire a professional New York Resident Agent Services.
Step 3: Prepare Your Articles of Organization
The Articles of Organization is the legal document that officially establishes your New York LLC. While the specific requirements in New York, the document includes the following information:
- The LLC’s name
- The name and address of the Resident Agent
- The principal office address
- The purpose of the LLC
- The management structure (member-managed or manager-managed)
- The names and addresses of the initial members or managers
- The duration of the LLC, if not perpetual
In New York, additional information may be required, such as an organizer’s signature or specific provisions related to the LLC’s operation.
Consult the New York guidelines to ensure you include all necessary information.
Step 4: File the Articles of Organization
Once your LLC Articles of Organization is prepared, please submit it to the New York Secretary of State. The submission process may vary depending on the method of choice; New York allow online submissions and mailing or hand-delivering the documents.
To use the online service or download the Articles of Organization form for your LLC, go to the website of the New York Secretary of State. You were required to have an LLC name reserved while completing the form. Visit the New York Business Name Search to see if the business name you want to use is available there. You must include a copy of your name reservation and your completed Articles of Organization form when submitting.
It is also possible to mail the form if you wish. Please adhere to the guidelines listed below.
- The Articles of Organization must be downloaded in the New York Secretary of State
- Complete the necessary details in the form.
- Two copies of the Articles of Organization must be completed.
- Include the two papers with the New York LLC name reservation certificate in a self-addressed, stamped envelope.
- Submit all paperwork to Department of State Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Ave., Albany, NY 12231.
Costs of Filing Articles of Organization
Along with the filing of Articles of Organization, you must pay a filing fee. In New York, the Articles of Organization fee costs around $200 which you can pay in the New York Secretary of State. Confirm the correct fee amount and payment method for your state.
However, If you want to know more about the cost of forming an LLC, you can check out New York LLC Cost.
Step 5: Obtain an Employer Identification Number (EIN)
After your Articles of Organization has been filed and approved, you should obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is a unique identification number used for federal tax purposes. It is required for most LLCs, especially those with employees or elect to be taxed as an S-Corporation. You can apply for an EIN for free online through the IRS website.
The application of an EIN in New York can be through the following:
- Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
- Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
- Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
- Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.
Recommended: Professional services have the EIN included in their LLC formation package. We recommend using –LegalZoom – ($0 + State Fee for LLC formation)
Step 6: Create an Operating Agreement
Although most states do not require an LLC Operating Agreement when registering an LLC, having one is highly recommended. The Operating Agreement in New York is a legally binding document that outlines the LLC’s ownership structure, management, and operating procedures. It helps prevent member disputes and provides a clear framework for the LLC’s operations.
Step 7: Register for State and Local Taxes and Licenses
In New York, you may need to register for additional state and local taxes or obtain specific licenses and permits. Common registrations include sales tax, payroll tax, and unemployment insurance tax. As an LLC, your business income will be subject to pass-through taxation, meaning profits and losses will be reported on your tax return. However, you may still be responsible for other state taxes, such as sales tax, payroll tax, or franchise tax which you can pay in New York State Department of Taxation and Finance.
In terms of franchise tax for your LLC in New York, there is $25 minimum. Consult your New York State Department of Taxation and Finance and local government offices to determine which registrations and licenses apply to your LLC.
Step 8: Maintain Ongoing Compliance
Once your LLC is registered and operational, it’s essential to maintain ongoing compliance with state regulations. This typically includes filing Biennial Reports in New York, paying required fees every 2 years (end of anniversary month), and keeping accurate records of your LLC’s activities. Stay informed about New York specific requirements to ensure your LLC remains in good standing.
Is the Articles of Organization necessary to be filed in New York?
Yes, the Articles of Organization is necessary to be filed with New York Secretary of State to legally establish and register a new business entity, such as a corporation or limited liability company (LLC). This document typically includes the company’s name, purpose, Resident Agent, and stock structure. Filing the Articles of Organization is essential in forming a business and ensuring it operates legally and is recognized by New York.
What is the best way to file Articles of Organization? Is it online or by mail?
The best way to file Articles of Organization depends on your specific situation and the state in which you are incorporating your business. Both online and mail-in options have advantages, and either method can be effective.
- Faster processing time, as it is usually processed within a few days or even hours.
- Immediate confirmation of submission and payment.
- Lower risk of errors, as the online form may provide guidance and prevent incomplete submissions.
- Some people prefer the traditional method and feel more comfortable with paper documentation.
- You can include a cover letter or additional documentation if you have specific questions or complex situations.
To determine the best method for your needs, check the New York Secretary of State or similar department’s website for information on their preferred filing options and processing times. Online filing is more convenient and efficient, but both methods can be used effectively to submit your Articles of Organization.
- File Certificate of Formation in Alabama
- File Articles of Organization in Alaska
- File Articles of Organization in Arizona
- File Certificate of Organization in Arkansas
- File Articles of Organization in California
- File Articles of Organization in Colorado
- File Certificate of Organization in Connecticut
- File Articles of Organization in DC
- File Certificate of Formation in Delaware
- File Articles of Organization in Florida
- File Articles of Organization in Georgia
- File Articles of Organization in Hawaii
- File Certificate of Organization in Idaho
- File Articles of Organization in Illinois
- File Articles of Organization in Indiana
- File Certificate of Organization in Iowa
- File Articles of Organization in Kansas
- File Articles of Organization in Kentucky
- File Articles of Organization in Louisiana
- File Certificate of Formation in Maine
- File Articles of Organization in Maryland
- File Certificate of Organization in Massachusetts
- File Articles of Organization in Michigan
- File Articles of Organization in Minnesota
- File Certificate of Formation in Mississippi
- File Articles of Organization in Missouri
- File Articles of Organization in Montana
- File Certificate of Organization in Nebraska
- File Articles of Organization in Nevada
- File Certificate of Formation in New Hampshire
- File Certificate of Formation in New Jersey
- File Articles of Organization in New Mexico
- File Articles of Organization in New York
- File Articles of Organization in North Carolina
- File Articles of Organization in North Dakota
- File Articles of Organization in Ohio
- File Articles of Organization in Oklahoma
- File Articles of Organization in Oregon
- File Certificate of Organization in Pennsylvania
- File Articles of Organization in Rhode Island
- File Articles of Organization in South Carolina
- File Articles of Organization in South Dakota
- File Articles of Organization in Tennessee
- File Certificate of Formation in Texas
- File Certificate of Organization in Utah
- File Articles of Organization in Vermont
- File Articles of Organization in Virginia
- File Certificate of Formation in Washington
- File Articles of Organization in West Virginia
- File Articles of Organization in Wisconsin
- File Articles of Organization in Wyoming
Can You Change or Modify Your New York LLC Articles of Organization?
When starting a business, one important decision to make is the type of business entity to form. In New York, a limited liability company (LLC) is a popular choice for many entrepreneurs due to its flexibility, limited personal liability, and various tax advantages. After deciding to form an LLC, the next step is to file the Articles of Organization with the Secretary of State. However, what happens if you need to change or modify the content of these articles? Thankfully, the good news is that it is possible to amend the Articles of Organization of a New York LLC.
The Articles of Organization serve as the fundamental legal documents that establish the existence of an LLC. It contains vital information such as the LLC’s name, purpose, principal office address, and the names and addresses of its members or managers. These articles provide the legal framework for the company and must adhere to the requirements set forth by the state.
In some cases, changes to an LLC may be necessary or desired after its formation. These changes can occur due to various circumstances, such as a change in the business’s name, a new address, a change in ownership structure, or an update to the LLC’s purpose. Fortunately, New York law allows for amendments to the Articles of Organization, providing LLCS the opportunity to modify their existing documents to reflect any necessary changes accurately.
The process of amending the Articles of Organization begins by preparing a Certificate of Amendment. This legal document outlines the desired changes and usually requires the original filing number and date of the Articles of Organization. It is imperative to carefully consider what changes need to be made and to accurately state them in the Certificate of Amendment to avoid any confusion or misunderstanding.
Once the Certificate of Amendment is prepared, it must be filed with the New York Department of State. The fee for filing the amendment is generally reasonable and depends on the number of pages in the amendment document. After submission, the Department of State will review the amendment and, if everything is in order, accept the changes. It is crucial to note that the amendment does not become effective until the department accepts and files it.
After the amendment is approved and filed, it is essential for an LLC to update all relevant records to reflect the changes. This includes notifying relevant parties, such as banks, insurance providers, clients, vendors, and any other entities involved with the LLC’s operations. Adhering to these comprehensive updates ensures that the LLC remains compliant with all parties it interacts with and furthers transparency and integrity in the company’s affairs.
In conclusion, the ability to change or modify the Articles of Organization of a New York LLC is a crucial aspect of business management and legal compliance. The state of New York has established a straightforward process for these modifications through the filing of a Certificate of Amendment. By adhering to the legal requirements and properly notifying relevant parties, an LLC can effectively implement necessary changes while maintaining the legal integrity of its Articles of Organization. An LLC’s ability to adapt and evolve is essential in today’s ever-changing business environment, and the ease with which these modifications can be made contributes to the attractiveness of the LLC as a business entity.
Registering an LLC Articles of Organization is critical in establishing your business as a legally recognized entity. By following this comprehensive guide and researching your state’s specific requirements, you can successfully navigate the registration process and set your LLC up for success. Remember that forming an LLC is just the beginning; ongoing compliance and diligent management are necessary to ensure your business thrives in the long run.