What are Articles of Organization?
Articles of organization are part of a formal legal document used to establish a limited liability company (LLC) at the state level. A limited liability company (LLC) is a business organization type in the United States whereby the owners are not personally liable for the company's debts or liabilities. Limited liability companies are hybrid entities that combine the features of a corporation with those of a partnership or sole proprietorship. If you own a business and several assets, you may want to consider forming an LLC. Each state has different laws on forming an LLC. However, submitting the Articles of Organization is a critical step in establishing an LLC in all states, including New York.
What is the Purpose of the Articles of Organization?
This document and the operating agreement required to be included in the Articles in New York outline the rights, duties, powers, liabilities, and other responsibilities between the LLC and its members. It is filed with the Secretary of State and is the official document that indicates the desire to establish an LLC within the given state of filing.
What information needs to be included
in the Articles of Organization?
In the Articles of Organization for New York LLC filings, you need to include the LLC name. The name of the LLC must end with “Limited Liability Company” or any of the associated abbreviations (e.g., LLC or L.L.C.). In addition, you will provide the county where the LLC office is located, the address where the secretary of state should mail a copy of the process against the LLC if served, the organizer and filer’s names and addresses if they differ, and the management structure. You can optionally list the registered agent, if you have one, and the duration the business will exist for.
What is the difference between
articles of organization and articles of incorporation?
The articles of organization and the articles of incorporation can easily be confused. They are very similar but have one main difference: articles of organization are meant for LLCs, as outlined here, and articles of incorporation are for corporations.
How to File Articles of Organization?
A template for the Articles of organization can be found here.
You can use this document to file the Articles of Organization in person, via mail, or via fax. You may also draft your own articles of organization in compliance with Section 203 of the NYS Limited Liability Company law.
Online filing is often preferred. This is because the processing time is often much quicker than the previous methods mentioned above. The online application can be found and submitted here.
Step 1: Enter your proposed name
The name must be entered in English characters and have one of the following indicators: Limited Liability Company, LLC, or L.L.C. When inputting the desired name into the online filing system, a search will be made to determine whether the proposed name is acceptable and follows New York State statute.
If the proposed name is cleared, you will continue to the following screen with the Articles of Organization. If it does not follow the requirements for an LLC name, you will receive an associated error message and have to propose a new name.
The name will also be verified by the County you file. You will need to select the county within New York where the LLC office will be located.
An optional step you can take is to submit a name search to ensure your proposed LLC is available. The request must be in writing to the Department of State and the search fee for each name is $5.
Step 2: Provide the Service of Process
You will need to provide the address within or without this state to where the Secretary of State should mail a copy of any process made against the LLC.
***Unless otherwise specified, the agent of the LLC will be designated as the Secretary of State. If you desire to list a registered agent you will have to input this information instead.
Step 3: This step is optional.
You may provide details on the management structure, the effective date of when your LLC will begin, and desired dissolution date of the LLC.
Step 4: Provide the information of your organizer.
This includes the organizer’s name and address. This person must be certified to sign the Articles of Organization. Any person or business entity may be an organizer. The organizer has no required responsibility other than to create and submit the Articles of Organization.
Step 5: Request a plain copy, certified copy, or certificate of existence of your application
Select whether you would to have a plain copy of your application or a certified copy. The costs of these documents is $5 and $10 respectively. However, it is recommended that you obtain a certified copy as it is official proof that the document is authentic and legal.
You are also able to request a certificate of existence here. New York businesses are not required to have a certificate of existence but if your business decides to do business outside New York or open a business bank account, you will need one.
Step 6: Pay the application fee.
The application fee is $200 for a New York LLC application. It is essential you make sure the application is filled out completely and correctly to avoid forfeiting the nonrefundable application fee.
Step 7: Other steps after submission of your articles of organization.
You must submit a certificate of good standing under New York regulations. This certificate is an official one-page document that certifies a legal entity is registered in New York state and complies with state regulations.
LLCs must also submit a certificate of publication within 120 after the initial articles of organization are made effective. This certifies that you published a notice of LLC establishment in two newspapers of the county where the LLC is located. There is a $50 filing fee.
What are some reasons my
Articles of Organization may be rejected?
The secretary of state may reject your application. The reason is usually concerning the LLC suggested name. Other reasons may include if you forgot to pay the application fee. Make sure to include the fee in your application, especially if sending the application in person, mailing it, or by fax. The check must also be made payable to the right division where the filing is being sent. Another reason can be that you forgot to include the good standing certificate from California or whichever state that you are submitting your documents to establish your LLC. It is also important that your papers are complete and legible. If your writing is incomplete or cannot be understood, you risk being rejected. The documents must be signed by a member of the LLC, manager, or authorized person.
How can a Lawyer help submit Articles of Organization?
It is not necessary to have a lawyer assist you in filing the articles of organization. However, it may be helpful to have an expert navigate the New York-specific laws and increase efficiency. It may also prevent the need to repeatedly send in your application after rejection. Your business attorney may also advise whether an LLC is the appropriate business structure for what you have in mind. The Department of State in New York recommends that legal documents be prepared under attorney guidance.
You should work with an attorney if you are having difficulties filling or have any additional questions.