A limited liability company is a business type consisting of the legal aspects of a corporation and partnership. LLC owners are referred to as members, and each member's personal assets are shielded from actions by LLC creditors. You may form an LLC in New York by completing the legal requirements and submitting the proper paperwork with the Division of Corporations, State Records and Uniform Commercial Code, a part of the New York Department of State. All LLCs in New York are automatically assigned the department of state as a registered agent for receiving legal notices for the company.
Select a name that meets New York State requirements. The name cannot be in use by or be too similar to the name of another business in the state. Include the words "Limited Liability Company" or the abbreviation "LLC" or "L.L.C." in the proposed name. Several words and phrases – "attorney" and "bank," for example – require prior approval from the appropriate government agency. Visit the official website of the department of state to use the "Corporation & Business Entities Database" to check if your proposed company name is available, and to view the restrictions (see Resources).
Prepare an operating agreement. The operating agreement contains the provisions of your LLC's internal functions, like distributions to members, and must be in writing in New York. Execute the agreement no later than 90 days after filing the formation paperwork with the department of state. Keep the document in a safe place; you do not have to file the agreement.
Obtain an Articles of Organization form. Visit the official website or office of the department of state to get the document (see Resources). Fill out the form in full. You will need the following information: the LLC's name, the county and the address the department of state should send legal notices to. Have the organizer sign and date the form. The person filing the form must enter his name and address. Make two copies of the completed form. File the original form with the department of state; the fee is $200 as of 2010.
Contact the county clerk's office where the main office of the LLC is located. Request a list of acceptable newspapers for publication of legal notices. You must run a legal ad containing the Articles of Organization in two approved newspapers within 120 days of filing the articles. Contact two newspapers from the list and run the ads. Ask each publisher for an affidavit of publication.
Get the Certificate of Publication form. Visit the official website or office of the department of state to get the form (see Resources). Complete, sign and date the form. Attach the affidavits of publication. File the certificate with the department of state; the fee is $50 as of 2010.
- New York Department of State:Limited Liability Companies FAQs
- New York Department of State: Limited Liability Company Filings
- New York State Legislature: Laws of New York: §302
- New York Department of State Forming a Limited Liability Company in New York State
- New York State Legislature: Laws of New York: §301
- New York State Legislature: Laws of New York: §204