Articles of Organization in New York | How to File in 2024

File Articles of Organization in New York

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.

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

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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.

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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.

Online Process

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.

Mail Process

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 –

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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.

Online Filing:

  • 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.

Mail-in Filing:

  • 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.

FAQs

What is an LLC?
An LLC is a type of business entity that combines the liability protection of a corporation with the more flexible taxation options of a partnership or sole proprietorship.
How do I file articles of organization for an LLC in New York?
You can file articles of organization for an LLC in New York by contacting the New York Department of State and following their instructions.
Can I file my LLC’s articles of organization online in New York?
Yes, you can file your LLC’s articles of organization online in New York through the Department of State’s website.
How much does it cost to file articles of organization for an LLC in New York?
The filing fee for articles of organization for an LLC in New York is $200.
What is the purpose of the articles of organization for an LLC in New York?
The articles of organization for an LLC in New York are the legal document that establishes the LLC’s existence.
Do I need a lawyer to file articles of organization for an LLC in New York?
You do not need a lawyer to file articles of organization for an LLC in New York, but it is recommended that you hire one to make sure the process goes smoothly.
How long does it take to file articles of organization for an LLC in New York?
The processing time for articles of organization for an LLC in New York varies but can take anywhere from 2-4 weeks.
Can I reserve a name for my LLC before filing articles of organization in New York?
Yes, you can reserve a name for your LLC in New York before filing articles of organization by submitting a name availability request form to the Department of State.
What information do I need to include in the articles of organization for an LLC in New York?
You need to include your LLC’s name, purpose, address, and the name and address of your registered agent in the articles of organization in New York.
How do I choose a name for my LLC in New York?
You must choose a unique name that is not already in use by another LLC registered in New York. You can search the state’s database to see if your chosen name is available.
What is a registered agent, and do I need one for my LLC in New York?
A registered agent is a person who is designated to receive legal documents on behalf of your LLC. You need to appoint a registered agent when you file your LLC’s articles of organization in New York.
Can I be my own registered agent for my LLC in New York?
Yes, you can act as your LLC’s registered agent in New York, but you must have a physical address in the state where legal documents can be served during normal business hours.
Can I change my LLC’s name after I file articles of organization in New York?
Yes, you can change your LLC’s name after filing articles of organization in New York by filing an amendment with the Department of State.
How do I dissolve an LLC in New York?
You can dissolve an LLC in New York by filing a Certificate of Dissolution with the Department of State.
Do I need an operating agreement for my LLC in New York?
While an operating agreement is not required under New York law, it is recommended that you create one to define your LLC’s management structure and how it will operate.
How do I qualify my out-of-state LLC to do business in New York?
You need to file an Application for Authority with the Department of State to qualify your out-of-state LLC to do business in New York.
Do I need to file an annual report for my LLC in New York?
Yes, you need to file an annual report for your LLC in New York, which is due by the fifteenth day of the fourth month following the end of your LLC’s fiscal year.
What is a New York LLC publication requirement, and do I need to do it?
The New York LLC publication requirement requires all newly formed LLCs to publish a notice of formation for six weeks in a newspaper within their county of formation. You need to complete this requirement within 120 days of filing your articles of organization with the state.
Can I change my registered agent for my LLC in New York?
Yes, you can change your registered agent for your LLC in New York by filing an amendment to your articles of organization with the Department of State.
What happens if I do not file my LLP’s annual report in New York?
If you do not file your LLP’s annual report in New York, your LLC could be dissolved by the state.
Can I convert my New York LLC to another entity type?
Yes, you can convert your New York LLC to another entity type by filing the appropriate forms with the Department of State.
Is there a fee to change my LLC’s registered agent in New York?
There is no additional fee to change your LLC’s registered agent in New York, but you need to file an amendment to your articles of organization with the Department of State.
Can I file articles of organization for my LLC by mail in New York?
Yes, you can file articles of organization for your LLC by mail in New York by sending a completed form and payment to the Department of State.
What is the significance of the publication requirement for LLCs in New York?
The publication requirement for LLCs in New York is intended to make it easier for the public to learn about and contact new businesses.
As a member of an LLC in New York, am I liable for the LLC’s debts?
As a member of an LLC in New York, your personal liability for the LLC’s debts is limited to the amount of money and property you have invested in the LLC.
Do I need to list the owners or members of my LLC in my articles of organization?
You are not required to list the owners or members of your LLC in your articles of organization in New York.
What happens after I file my LLC’s articles of organization in New York?
After you file your LLC’s articles of organization in New York, you will receive a certificate of formation. Your LLC is now legally established and can begin doing business in the state.
Can I use a PO box as my LLC’s address in New York?
No, you cannot use a PO box as your LLC’s address in New York. You must use a physical street address.
What are the requirements to file Articles of Organization for an LLC in New York?
In New York, you need to have at least one member and a registered agent with a physical address in the state to file Articles of Organization for an LLC.
How long does it take to file Articles of Organization for an LLC in New York?
It typically takes between 7-10 business days to process and approve Articles of Organization for an LLC in New York.
What is the filing fee for Articles of Organization for an LLC in New York?
The filing fee for Articles of Organization for an LLC in New York is $200.
Can a foreign LLC file Articles of Organization in New York?
Yes, foreign LLCs can file Articles of Organization in New York by submitting a Certificate of Authority to do business in the state.
Do I need an attorney to file Articles of Organization for an LLC in New York?
No, it’s not required to have an attorney to file Articles of Organization for an LLC in New York, but it’s recommended to consult one.
What information is needed to file Articles of Organization for an LLC in New York?
To file Articles of Organization for an LLC in New York, you’ll need the business name, address, registered agent and member information.
Can I file Articles of Organization for an LLC online in New York?
Yes, you can file Articles of Organization for an LLC online in New York through the Department of State’s website.
What is the mailing address for filing Articles of Organization for an LLC in New York?
The mailing address for filing Articles of Organization for an LLC in New York is the New York State Department of State, Division of Corporations, One Commerce Plaza, Albany, NY 12231.
Can I reserve a name for my LLC before filing Articles of Organization in New York?
Yes, you can request reservation of a name by submitting an online application or completing and mailing the appropriate form.
What is the New York State LLC publication requirement?
After filing Articles of Organization, LLCs in New York must publish a notice of formation or incorporation in two newspapers for six weeks.
Do I have to file Annual Reports with the State of New York for my LLC?
Yes, LLCs in New York must file an Annual Report every year.
What is a Registered Agent in New York?
A Registered Agent is a person or entity that is designated to receive correspondence from the state on behalf of the LLC.
What is the difference between a manager-managed LLC and a member-managed LLC in New York?
In a member-managed LLC, the members run the business, while in a manager-managed LLC, non-member managers run the business.
Can an LLC be formed with just one member in New York?
Yes, LLCs in New York can be formed with just one member.
How long is an approved Articles of Organization for an LLC valid in New York?
An approved Articles of Organization is valid indefinitely in New York.
Can I file an expedited Articles of Organization for my LLC in New York?
Yes, you can request expedited processing of Articles of Organization for your LLC in New York for an additional fee.
What kind of person can act as a Registered Agent in New York for an LLC?
In New York, a Registered Agent can be an attorney, CPA, or anyone over 18 with a New York address.
Can I change the name of my LLC in New York after filing Articles of Organization?
Yes, you can change the LLC name by filing Articles of Amendment with the New York Secretary of State.
How can I check the status of my LLC Articles of Organization in New York?
You can check the status of LLC Articles of Organization in New York online through the Business Entity/Business License Search.
Can I dissolve my LLC in New York if Articles of Organization haven’t been filed?
There will be nothing to dissolve if LLC Articles of Organization haven’t been filed yet.
Can I file a provisional LLC Articles of Organization in New York?
No, the New York Secretary of State does not offer provisional filing options for LLC Articles of Organization.
What if there are errors spotted in my Articles of Organization for my LLC in New York?
You can submit an amendment correction to fix any errors in your LLC Articles of Organization in New York.
Can I file Articles of Organization by fax in New York?
No, LLC Articles of Organization are not accepted by fax in New York.
Is there a separate tax registration fee on top of the Articles of Organization filing fee for LLCs in New York?
No separate tax registration fee is required. You must provide required state and federal tax identification number and proof on New York State tax Department website.
Can I change my Registered Agent’s info later after filing Articles of Organization in New York?
Yes, you can change your LLC’s Registered Agent’s info by submitting amendments to the New York Secretary of State.
Will I receive a Certificate of Formation once my LLC’s Articles of Organization are approved in New York?
Yes, you’ll receive a certified copy of the approved Articles under an LLC’s Certificate of Formation in New York once your filing is processed and approved.
Is the New York LLC license fee the same as filing the Articles of Organization?
No, the New York LLC license fee is separate from the filing fee for Articles of Organization.
How do I file a Withdrawal for my LLC in New York?
You’ll need to file a Certificate of Surrender of authority with New York State as soon as the business ceases to operate.
Is Digital Signature acceptable while filing Articles of Organization of the LLCs in New York?
Yes, Digital Signature is allowed for filing Articles of Organization of the LLCs in New York.

Also Read

Can You Change or Modify Your New York LLC Articles of Organization?

The good news is that it is possible to change or modify your New York LLC Articles of Organization. This process is guided by the New York LLC Law and can be relatively straightforward if you know what steps to take.

One common reason for modifying your Articles of Organization is to update the information included in the document. For example, if your LLC’s address changes, or if there are changes to the members or managers of the company, you will need to update your Articles of Organization to reflect these changes accurately. This ensures that the information on file with the Department of State is always current and up to date.

Another reason you may need to modify your Articles of Organization is to make changes to the structure or operating agreement of your LLC. Perhaps you want to add new provisions or change existing ones, such as the way profits are distributed or how decisions are made within the company. These changes can be reflected in an amended Articles of Organization, which will govern how your LLC operates moving forward.

Fortunately, the process of modifying your New York LLC Articles of Organization is relatively straightforward. In order to make changes, you will need to file an Amendment of Articles of Organization with the Department of State. This document will outline the specific changes you are making to your Articles of Organization and will need to be signed by a member or manager of the LLC.

Once your Amendment of Articles of Organization has been filed and processed by the Department of State, your LLC’s updated information or changes to its structure will be reflected in the publicly available records.

It is worth noting that there are some limitations to what changes can be made to your Articles of Organization. For example, you cannot change your LLC’s name through an Amendment of Articles of Organization. If you need to change your LLC’s name, you will need to file a Certificate of Amendment with the Department of State, which requires a more involved process.

In conclusion, it is important for LLC owners in New York to understand that it is possible to change or modify their Articles of Organization when necessary. By following the proper procedures outlined by the New York LLC Law, you can ensure that your LLC’s information is current and that any changes to its structure are legally documented. This flexibility is one of the many benefits of operating as an LLC in New York.

Conclusion

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.

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