Stepping into the world of entrepreneurship in New York begins with a pivotal document: the LLC Articles of Organization. This foundational step to form an LLC sets the stage for securing the benefits of limited liability, tax flexibility, and more. Crafting these articles requires attention to detail, from conducting a comprehensive business name search to ensuring compliance with all requirements.
This document not only crystallizes your business's existence but also outlines the structure and governance, often aligned with a well-drafted operating agreement. While the cost associated with filing might vary, understanding how to efficiently navigate this process, including potential hurdles that could lead to rejection, is crucial. Whether you're establishing a single member LLC, exploring the option of an anonymous LLC, or simply laying the groundwork for your venture, this article illuminates the path to official recognition in New York, including necessary filings like the annual report. Dive into the essentials of the Articles of Organization, equipping yourself with the knowledge to embark on your business journey with confidence.
Articles of Organization is the document filed to form a Limited Liability Company (LLC) in New York. The document renders a business valid and grants it the rights and privileges of operating as an LLC. An LLC does not legally exist until the forms are filed with and approved by the New York state. This is required regardless of whether it is a single-member or multi-member LLC. Some information contained within the Articles of Organization include:
The information contained within the Articles of Organization must be made public and always kept up to date. When an LLC is required to make changes to its formation documents, this is known as an amendment. Businesses in New York must inform the Department of State by filing formal paperwork. The state allows companies to file amendments electronically, thereby speeding up the process.
There are several instances where an LLC is required to make changes to its Articles of Organization, including:
Other circumstances that warrant an amendment to the Articles of Organization include changes in the number of authorized shares, changes in the number of directors, change in financial structure, and a change from member-managed to manager-managed.
If a New York LLC fails to keep its Articles of Organization up to date, it will not qualify for a Certificate of Incorporation. This certificate is a document issued by the state which indicates that the LLC has paid all of its state-required fees and filed all required documents. If a company fails to obtain a Certificate of Incorporation, its growth is limited. This is due to:
In short, keeping LLC information up to date is important for auditing purposes upon expanding the company in the future. This cannot be achieved without an authorized Certificate of Incorporation.
Where an amendment is necessary to ensure formation documents match current company information, LLCs may follow the below steps:
Ascertain whether it is necessary to file a New York Articles of Amendment before doing so. Consider what information is necessary to include in the change document. Articles of Amendment are also necessary where the company intends to add or delete information from any of the original articles. Remember that LLCs can, but are not required to, inform the New York Department of State regarding management or member changes. This is due to such change being considered an internal business record.
Complete and file the Certificate of Amendment form with the Department of State. This form is available on the Department of State website. It is recommended that you report and file amendments to original articles immediately upon their implementation. The New York state does not require LLCs to publish notice of changes to its Articles of Organization. General information typically required on a Certificate of Amendment includes the date of filing, the exact text of each amendment, and an authorized signature. The NY Certificate of Amendment form is open-ended, meaning it is up to the company to be specific about the changes being made. Unlike other US states, New York does not require companies to issue a business ID number when completing government forms. Instead, a signature from an authorized manager or member is the only identifying information necessary.
Upon completing the Certificate of Amendment form, New York LLCs must be forwarded to the Department of State by mail, fax, or in person. Make sure to review the changes before sending them. The address is as follows:
New York State Department of State Division of Corporations One Commerce Plaza 99 Washington Avenue Albany, NY 12231 Phone: (518) 473-2492 Fax file: (518) 474-1418
The New York State Department requires a filing fee to be submitted with the amended forms. These fees may change periodically, so it’s important to check the fee schedule before completing a Certificate of Amendment for an LLC. Currently, there is a mandatory $60 filing fee for the Certificate of Amendment in New York. The state accepts fee payment in the form of:
Nonetheless, do not send cash if you submit the certificate by mail. If you submit payment by debit or credit card, include a Credit Card/Debit Card Authorization Form alongside the Certificate of Amendment. Ensure that checks are payable to the Department of State before issuing them.
The New York Department of State also offers expedited processing of time-sensitive document changes. To have documents processed within 24 hours, LLCs can pay an additional $25.00 per document for expedited processing on top of the original $60 fee. Alternatively, the company must pay an additional $75 fee for same-day expedited processing. For expedited processing within two hours, an additional $150 fee is required. To qualify for expedited processing, companies must submit a separate, non-refundable fee and note on an envelope titled “Expedited Processing.” If paying by debit or credit card, indicate the level of expedited service required in the designated space on the Credit Card/Debit Card Authorization Form.
Once changes have been authorized by the New York Department of State, update information on other forms used by the LLC. This includes:
Address and name changes typically require the most amount of document modifications.
It is not mandatory for LLC members to recruit the help of an attorney when amending Articles of Organization. However, it is advisable to seek legal counsel in order to guarantee correct filing and documentation.