How to File Articles of Organization for LLC in New York: Guide

New York State is one of the traditional business centers of the United States. In New York City, work never stops. It is home to a great number of large companies, including those in the financial and IT sectors.

If you are eager to open an LLC in New York State, you will definitely need to prepare registration documents. The main step is submitting Articles of Organization in New York. This document confirms that your business is legal and ready to operate.

What is an Article of Formation?

An Article of Formation, also called Certificate of Organization in New York, is a required document when registering a venture. It is not only a must in New York; other states also mandate its registration.

Essentially, the Articles of Formation filing is the provision of information to the state government about the establishment of a new company. The document is reviewed to ensure that it complies with state laws. Then, you are allowed to do business.

Each state has its own specific requirements for the form and content of Articles of Organization, but they are much the same. Typically, the Articles of Organization include the following information:

• LLC name;
• Business purpose (the activities the company will engage in);
• The registered office address of the company;
• A copy of a certificate that the name of the LLC has been reserved;
• The start date of the LLC (if it is not the same as the filing date);
• Date of business termination (if your LLC is planned as a limited-time company);
• Registered agent (name, address);
• The founder of the LLC (one or more members' names);
• Organizer’s signature.

Filing the certificate is done in writing in person, by mail, as well as online (most often through special forms on the website of the Secretary of State).

How to File Articles of Organization in New York: Step by Step

You can file Articles of Organization for LLC in New York in two ways:

1. By mail;
2. Online.

You can get the Articles of Incorporation form from the Division of Corporations of New York (DOS 1336). Download it or fill it out conveniently online. The template to fill out can be found by requesting Articles of Organization in New York or by exploring the documents section of the website.

The application fee is $200. This is a one-time fee also known as a filing fee or registration fee.

The amount of the fee does not depend on how you submit your documents. But the turnaround time is different. Online, you get approval immediately. If you send your documents by mail, it can take from 3 to 5 weeks.

Step 1: Get Your Articles of Organization Forms

You can download a blank document in PDF format from the New York State Department website. This form will need to be completed and mailed to the Department of State's Division of Corporations.

Alternatively, you can choose the "Online Access" option and fill out the form directly on the website. In this case, you will need to register for an account on the State Department website beforehand.

Step 2: Fill Out the Articles of Organization and Transmittal Information Form

At this step, you will need to fill out the Articles of Organization form. If you select the printed form, you will see a small number of sections. We will cover how to fill them out below. You can also examine the New York Articles of Organization examples.

When you submit Articles of Organization, you will be given additional optional sections.

When filing Articles of Organization in New York, you should provide the following information:

• Company name;
• The address of the LLC office;
• Service of Process Address;
• Registered Agent Information;
• Management structure;
• The company start date and date of dissolution.

Company Name

It is important that your LLC name is not only creative but also complies with New York State law and is unique, (the same or a very similar name should not be used by another company.

What's important to check:

• The LLC name should include an indication of the ownership form and include either the full term "limited liability company" or some variant of the acronym (LLC or L.L.C.);
• The name should not include words that imply that the company is a government agency (Department of State, Treasury, FBI, etc.);
• If you include words in the name that are restricted, the company should meet certain conditions. For example, if you put "bank" in the name, you need to have a license and other documents to conduct banking activities;
• Your name should be different from other registered names, including checking for names that are already reserved for new business.

To check if the name you want is free, use the name search on the New York State Department website.

LLC Office Address

In New York, when registering an LLC, you are required to provide the exact address of the company's headquarters or the name of the county where the office will be located.

Service of Process Address

This address will be used to send legal documents for your company and any notices from the state department. The address can be a physical one, a mailbox, but it cannot be a P.O. Box.

Registered Agent Information (Optional)

In New York State, you may not include registered agent information. In that case, the Secretary of State will be your agent.

But more often, companies prefer to use the services of professional registered agents in New York, since it is convenient and allows you to maintain maximum confidentiality. In addition, professional agents provide additional services, such as reminding about the timely filing of annual reports, helping to draw up documents, etc.

A registered agent can be any individual 18 years of age or older who resides in New York State. It can also be a company that is registered in the state. The registered agent has to be available at the specified address during business hours 5 days a week.

Management Structure

In this section, you need to specify who will manage your company: LLC directors or managers. An experienced lawyer will help you choose the best structure.

Company Start Date and Dissolution Date

You can specify the date on which your company's Articles of Organization will come into effect. If it is not specified, the company is considered to begin operations on the date of registration. If you wish, for example, to avoid sending reports and taxes while you are preparing additional documents, you can specify a deferred date. The maximum period is 60 days from the date of registration.

You can also specify a termination date. If you do not specify one, the business is considered open-ended.

Step 3: File the Articles of Organization

Once you have filed your Articles of Organization, you should verify that they are accurate. There is a ready-made New York Articles of Organization examples, which can be found on the State Department website or online reference resources. Make sure you have not made any mistakes, and send the document for approval.

If you filled out the document online, all you have to do is click on the "Submit" button. If completing the paper form, the document and check for $200 need to be mailed to the New York State Department of State Division of Corporations.

If mailed, the processing time is 7 business days or more (not including the letter's delivery time). If there is a heavy workload, the turnaround time may be extended. To have your documents processed out of turn, you can pay extra for expedited processing.

If you submit online, the verification is done very quickly, and there is no need to speed up the processing.

How to Register Articles of Organization in New York Online?

As of December 2018, the New York Division of Corporations has changed the process for filing Articles of Organization online. LLC registration applications should be submitted through New York Business Express. Below, we will detail how to do it.

Getting Started

To submit Articles of Organization with the New York Secretary of State online, you will need to go to the department's website and find the "LLC" section there. At the bottom of the page, you will see the "How to Apply" and "Apply as Owner" links.

You will need an NY.gov account to register. If you do not have one, register an NY.gov business account first:

1. Enter your name, email, and fill in your "preferred username."  The last option is a nickname that you will use in the future. It can be any convenient word because the username has nothing to do with legal documents. Then, click "I'm not a robot" and "Create an account";
2. Check the specified information and click "Continue";
3. An email activation message will appear on the screen. Click on the "Done" button and you can close the browser tab;
4. Go to your email inbox, find the letter from the portal and click on the activation link;
5. Once you have been redirected to the activation link, you will need to come up with 3 control questions that will help you if you lose access to your account. Memorize or write them down along with the password you create on the same page. After that, click on the "Continue" button;
6. On the page that appears, find the "Go to MyNy" button at the bottom and click it;
7. Scroll down the page and click "NY BUSINESS EXPRESS".

You can now begin your LLC registration.

After logging in or completing registration, the system will redirect you to your NY Business Express account page to the first step, "Name Designation."

If this does not happen, return to the New York LLC listing page and click "Apply Online" again.

When completing the document online, you will not see a full New York Articles of Organization template immediately but will move step by step from section to section.

Choosing a Name

Specify the name you want and click "Verify Name". The system will indicate whether the name you have chosen is available for registration. If your name satisfies state rules and laws and is free, the system will confirm that the name is available.

Now, you need to re-enter it at the bottom of the page and click "Save and Continue."

Name Check, County

On this page, you will be asked to additionally submit a standard admission statement, which confirms that the LLC is being created by a person who is over 18 years old (according to Section 203). This section is not required: usually, registrars do not check it.

Indicate whether your company name contains words or phrases in a foreign language (other than English). If so, indicate "Yes" and be sure to add the translation of these words and phrases into English.

Next, you will be prompted to select a business purpose. This step is optional. If you wish, you may:

• Indicate specific business purposes;
• Select "general purpose," which means the company is allowed to engage in any lawful activity;
• Leave the field blank.

Now, you need to select the county where the company's office will be located. The county is selected from a list.

If you will have more than one office and address in the state, research beforehand how much it costs to file a newspaper ad in different counties. You will be required to file such an ad in the county you specify.

Check the details and click "Save and Continue."

Service of Process, Registered Agent

A registered agent is your representative who will receive official correspondence, such as complaints, subpoenas, or other important documents.

In New York State, the default registered agent function for all companies is performed by the Secretary of State's office. In this case, documents related to lawsuits are first sent to the SSNY office. Then, SSNY will forward them to you at the address you have provided as your "forwarding address for service of process".

The forwarding address for process services may be your company address or the address of the registered agent you have chosen.

If you plan to work with a registered agent, enter his or her name and address in the "Select Service Company" section.

You can also enter information for later publication in newspapers of your county. To do this, go to "Enter Technology Information Service" where you will indicate the name of the LLC and the public address (yours or your agent's).

Also, on this page, you will see an "Additional Registered Agent" section. This field is optional. Most often, it is left blank.

Optional Information

All of the information described below is optional. We recommend that you consult with a lawyer in advance if your business needs to complete these sections.

• Additional Management Structure. You can specify how your LLC will be managed (by members or managers). To do this, you need to check the box next to one of the options. If you do not complete this section, you can specify the management structure in the Operating Agreement;
• Optional effective date. The default effective date is the same as the date of approval by the Division of Corporations of New York. If you wish to postpone the effective date, indicate the desired one. According to State Statutes (Section 203), this date cannot be more than 60 days from the date the documents are approved. To specify a date, use the Calendar tool;
• Optional Dissolution Date. You will need this section if you want the LLC to automatically close (dissolve) by a specified date. Usually, founders open the LLC indefinitely. In this case, just skip this field;
• Additional Statement of Liability. This section has three parts: defend, indemnify, and hold harmless. It is quite confusing and can be difficult to fill in without professional help. Most LLC founders leave this section blank.

Organization Attestation

This section should include:

1. Name of the organizer. The name and address of the person who submits the Articles of Formation to the state for approval. He or she may be the founder of the LLC or may not be a constituent. For example, your registered agent or the company that files the registration on your behalf may be the organizer. This address will be public, but the state will not send official mail to it. Consider which address is best to provide to protect yourself from an abundance of unwanted mailings and spam;
2. Filer Attestation. This point often causes confusion. What is the difference between the organizer and the applicant? You can think that the organizer is the one who deals directly with the documents, and the applicant is the one who fills out the form or delivers them to the state authorities.

Data Verification

Finally, you have filled out all the data and have the completed form of Articles of Organization in New York in PDF format. Check the data, and if you have done something wrong, click "Back". If everything is correct, click "Continue”.

Want to know the requirements for articles of organization in other states? Select state:

Value-added Services

On this page, you can select additional services:

• A regular copy of the Articles is $5. By default, you will only receive a registration receipt, which confirms payment. A regular copy is a stamped copy of your Articles of Organization. You may need this document at the bank and in many other cases;
• A certified copy of the Articles of Formation is $10. This version of a document has the state seal. If you have the option, it's better to spend the extra $5 and opt for a certified copy. Although, a plain one is usually enough for operating;
• The certificate of existence is $25. For this money, you get the Certificate of Formation, which confirms that your business officially exists and has a good reputation. Most often, it is not necessary. But there are cases where such a certificate is useful. You can order it immediately or in the future, if it is really needed (for example, to register an LLC in another state as a foreign LLC).

Payment

On this page, you will see the total registration fee for your LLC including additional services. Review the information and click "Proceed to Payment".

Enter your credit card information, payment address, and click "Process" to complete the procedure. At this point, your application is complete and the payment is made. All you have to do is to wait for your LLC to be approved and for your documents to be received. This usually happens within a day.

Contact Information for Secretary of State

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