New York LLC Formation
A Limited Liability Company is a kind of business structure that protects its owners from being liable to the debts of the business. In sole proprietorships or partnerships the owners are personally responsible for any debts the business incurs. With this kind of legal structure of ownership, you separate your personal entity from that of the business. An LLC is very similar to a corporation but is much simpler to operate. These are some of the things you must do in order to form an LLC in New York:
Name your LLC
Your business name should be different from other business entities already filed with the State Department. Check the online database to ensure that your desired company name has not already been registered as a business entity. In New York, there are several restrictions when naming your LLC:
Needs to contain the words “Limited Liability Company” or the abbreviation “LLC”.
Does not contain prohibited words, abbreviations, derivatives, or phrases.
Does not contain words such as corporation, partnership, incorporated, attorney, lawyer, doctor, bank, trust, loan, finance, indemnity, investment, insurance, exchange, unless approved by the authorities.
Does not contain words such as blind or handicapped unless given approval by the social services of the State Department.
Does not contain phrases such as ‘state trooper’, ‘state police’, ‘tenant relocation’, ‘community renewal’, ‘urban development’, ‘urban relocation’, ‘board of trade’, or ‘chamber of commerce’.
File the required documents
You need to prepare documents known as “articles of organization” and file them with the State Department. These formation documents contain information such as your LLC’s name, the duration of the LLC, its address, the purpose of your business, along with the name and address of the registered agent or agency. It should also contain details about any debts, liabilities, and obligations the LLC has, along with its operating agreement. These then need to be signed by 2 persons and handed over to the State Secretary. Other documents required will include eligibility requirements, dissolution conditions, membership procedure, membership resignation, and tax documents such as federal income tax, state income tax, federal tax identification number and fees. These filings are made to the Secretary of State when timing is appropriate, checks and accompanying documents must be made payable for the State.
Publish a notice through a local newspaper
As part of New York’s requirements for forming an LLC, you must publish a notice of intention to form an LLC in New York.
It is highly recommended that you create an operating agreement for your LLC. This will be used to guide owners on how to operate the business, similar to a partnership agreement. These documents do not need to be submitted to the State Department. Most importantly, to be able to acquire a status of being a separate entity from the LLC, members need to follow requirements of LLC’s such as keeping detailed financial records, holding board meetings and keeping minutes of those meetings.