New York Certificate of Change

Last updated on

New York LLC Certificate of Change

Quick Start Guide
This Quick Start Guide is a brief overview of how to form an LLC in New York.

Detailed Lessons:

 

New York LLC Costs:
New York state fee: $200
Certificate of Publication: $50
Newspaper fees: vary by county (read lesson 2)
Biennial Statements: $9, every two years

Need to save time?
Hire a professional to form your LLC in New York:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)


Video Transcript:

The following information is provided for educational purposes only and in no way constitutes legal, tax, or financial advice. For legal, tax, or financial advice specific to your business needs, we encourage you to consult with a licensed attorney and/or CPA in your State. The following information is copyright protected. No part of this Lesson may be redistributed, copied, modified or adapted without prior written consent of the author. In this video, we will show you how to change your LLC’s office address with the State. If you followed our strategy for the Newspaper Publication Requirement, please make sure you have filed your Certificate of Publication and waited approximately 2 months for the State to process your filing before proceeding with this Lesson. In order to change your LLC’s office address with the State, you need to file what’s called a Certificate of Change. Your Certificate of Change will contain basic information such as the name of your LLC, the formation date of your LLC, and your new LLC’s office address. You can find your LLC’s formation date in the Filing Receipt that you received back from the State when your LLC formation was approved. The filing fee for the Certificate of Change is $30. You will find the accepted forms of payment and the address where to send your Certificate of Change to listed below this video. We will now walk you through completing your Certificate of Change. You can download this form below the video. Let’sget started. Here we are looking at page 1 of the Certificate of Change. I’m going to use a sample company for demonstration purposes. At the top (it says “CERTIFICATE OF CHANGE OF”), you’re going to enter your LLC name in the 1st box. Next (“The name of the limited liability company is”), and you’re going to enter your LLC name again. Scrolling down (“If the name of the limited liability company has changed the name under which it was organized is”), this is not applicable in most cases unless you change the name of your LLC. If you have not changed name of your LLC, you can just leave this box blank. Second (“The date of filing the articles of organization is”), again you’re going to get the approval date from your Filing Receipt. All right, I’ve entered the formation date for the sample company. Let’s scroll down. Third (“the changes effected hereby are”), we’re going to check off the appropriate statements. Let’s look at each of these. Now for this example that I’m showing you here, this is for the majority of our members who have used our strategy for the Newspaper Publication Requirement. They’ve hired a Registered Agent in Albany County, and now they’re revoking that Registered Agent service and they’re going to change back to their original County. So if that’s the case, the 1st box here (where it says “The county location within the State in which the office of the LLC is located, is changed to”), so we’re changing this from Albany back to our actual LLC county. All right, I’ve entered the county. No. 2 (it says “The address where Service of Process can be forwarded to”), unless you’ve changed your address, you can leave this blank. this is not going be applicable for this demonstration. Now, No. 3 (“The limited liability company hereby”), we’re going to check this box off. Now, you would check the 1st box here if you’re going to designate a Registered Agent and you do not have one already. You would check the 2nd box off if you’re changing your existing Registered Agent (you’re going list the new agent and their address here). This 3rd box here is “changing the address of the Registered Agent to”. This means that you keep your existing Registered Agent, but they’ve changed their address. However, again for this demonstration, we are just going to revoke the Registered Agent that we’ve used when forming your LLC, since we no longer need those services. Let’s scroll down to page 2. Underneath the Signature line, I’m going to type the name of the member of the LLC, and on the right under the “Capacity”, we’re going to check off “Member”. So you’re going to put your name here after you print this document out, you’re going to sign on this line. You can see here in my PDF that the name here has automatically filled since I entered it above. If it did not automatically fill, you’re going to enter your LLC name once again. Then down here, you’re going to list your name and your mailing address, the city, state and zip. All right, I’ve entered the name and address for the filer of this document. All I need to do now is print this out, sign here the top of page 2, include my payment for $30 with check or money order, and I’m going to mail that to the address listed below this video. If you have any questions while going to the Certificate of Change document, you can contact the State at the phone number found below this video. And that concludes this Lesson.

Downloads

Certificate of Change

Filing Fee

$30

Accepted Forms of Payment

Check or Money Order

Make Payable To

“Department of State”

Filing Instructions

Mail your Certificate of Change with your check or money order (for $30, made payable to the “Department of State”) to:

Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231

What to Expect

There is no receipt sent back once the Certificate of Change has been filed.

State Contact Info

518-473-2492 (M-F: 8:30am – 4:30pm)
[email protected] (email)
https://www.dos.ny.gov/corps/contact.html

Next Step

There are no additional steps.

Matt Horwitz on LinkedinMatt Horwitz on TwitterMatt Horwitz on Youtube
Matt Horwitz
Founder & Educator at LLC University
Forming an LLC shouldn't be so complicated. Our step-by-step guide will make the process a breeze – and no complex legal jargon! We teach people how to form an LLC for free in all 50 states. We hope you find our free guides and resources helpful in your entrepreneurial journey.

53 Comments

  1. Johnny C March 11, 2017

    Fantastic videos. Thank you for taking the time to out them up!

    reply
    • Matt Horwitz March 12, 2017

      You’re welcome Johnny! Thank you for the kind words!

      reply
  2. Joshua Walker April 14, 2017

    Just finished watching all of your videos of how to form an LLC. THANK YOU SOOOOOO MUCH, MATT! I can’t describe how much your website helped me with research. You just saved me thousands of dollars and countless hours of reading articles! I will 100% refer every person I know interested in forming an LLC here and I will also be using your registered agent services. Hopefully, you will get a percentage.
    Thank You So Much Again!

    reply
    • Matt Horwitz April 18, 2017

      Hey Joshua! Apologies for the slow reply. Your comment accidentally went into the spam folder. Man, thanks so much for the kind words! It’s so nice to hear how happy you are from watching our videos and how much it has helped. And thank you for the kind words and thinking of us for referrals. We certainly appreciate that!! Thank you!!

      reply
  3. Loyalty June 22, 2017

    If you want to start an online business, what should you put as the physical location when applying for an EIN or Change of Address?

    reply
    • Matt Horwitz June 23, 2017

      Although the business is “online”, the state still requires an address. If you don’t have an address of your own that you can use, you can use a friend or family member’s address. You could also hire a Commercial Registered Agent and use their address, or rent a private mailbox from the UPS Store (for example).

      reply
  4. Donna McGovern June 23, 2017

    Dear Matt,
    First thank you! I have learned so much and your video tutorials are so clear that it makes learning this kind of stuff fun.
    I have a quick question before I get NW Registered Agent – I have an LLC name that’s available, but I want the business that I am starting to be a different name from the LLC.
    I wanted to use the LLC name as sort of a parent company LLC for a few businesses. Does the business name have to match the LLC name or can I use a DBA? I hope this makes sense..
    thanks

    reply
    • Matt Horwitz June 23, 2017

      Hi Donna, thank you for the kind words :) I’m glad the website and videos have been helpful!

      Regarding your “parent company”, I think you more so have 2 different types of “business activities” (not companies). A parent company denotes one legal entity owning another legal entity. Is that what you are looking for? If that’s the case, you can either form 2 LLCs (owned by you), or form a parent LLC (owned by you), and 2 child LLCs (owned by the parent LLC).

      Or would you like one legal entity operating under 2 different names? If that’s the case, you’ll want to form an LLC, and then file 1 or 2 DBA (doing business as) names. Hope that helps!

      reply
  5. Mark June 28, 2017

    Matt, what an excellent resource – thank you!

    If I use an RA in Albany for publication and privacy purposes (I live in NYC), is there any reason to change the location to my address via the Cert of Change, if this is for an online business?

    Related – if I apply for a DBA and later change the address of the LLC via the cert, do i need to re-file the DBA reflecting the changed county?

    Thanks again! So many sites out there but yours is clear and concise.

    reply
    • Matt Horwitz June 28, 2017

      Hey Mark, thanks for the kind words. If you want to use the RA in Albany on an ongoing basis (for and after the publication requirement), then there is no need to change the address. If the DBA has moved, then yes, you are supposed to change it. But it’s flexible and up to you. Hope that helps.

      reply
  6. Wendy July 27, 2017

    My questions seems to have disappeared, but I did learn alot from scrolling through comments and watching videos.

    I have a PLLC in NY for locum vet services, but I am opening an office for a portion of my business. I would like to keep everything under the PLLC, but use a different name for the office and related business. I saw above that this can be done as a DBA. Is this just a form I submit, or does it have to go through the whole process (name search, publication, etc) as I did filing the PLLC? Thank you so much for all this great information!

    reply
    • Matt Horwitz July 28, 2017

      Hi Wendy, does this new portion of your business still fall under professional vet services? If so, then you can file a DBA, which is essentially the PLLC operating and doing business with the public under a different name… but legally, it’s still the PLLC as the legal entity/legal person that customers will be doing business with. If this new portion of your business does not fall within vet services, then you should not file a DBA, since the DBA is just the PLLC (again, just operating under a “nickname”)… reason being is that a PLLC in NY can only engage in those services in which its member (you) are licensed. In NY, a DBA is known as an Assumed Name. We don’t have a lesson on this yet, but you can find information from the state here. An Assumed Name in NY does not need to meet the same publication requirements as an LLC/PLLC. In fact, there are no publication requirements for Assumed Names.

      reply
      • Wendy July 29, 2017

        Thank you, Matt! Yes, the ‘new’ business is a veterinary service, but it is a limited service directly to clients, rather than as a per diem general practitioner at other vet’s offices. I will ‘click’ and start the process! Love this website, what a wonderful service you provide!

        reply
        • Matt Horwitz July 30, 2017

          Hi Wendy, thanks for the kind words! Glad you are finding the site helpful. As a final note, I would call the Veterinarian division within the NY Department of Education just to double-check that Assumed Names are allowed for your profession. You can find their contact information here.

          reply
  7. Vanessa L. September 11, 2017

    Hello Matt. Thank you for all the information and guidance you have provided with your videos. Feel grateful to have come across them. They provide the most updated information, are organized, and easy to follow. Ive learned so much.

    However, I am concerned that I may need to complete a certificate of change BEFORE publishing my LLC ad in the Albany newspapers. Hoped you could provide some clarification. I decided to use NorthWest as my RA, and thus wanted to publish my ads in Albany to save on publication costs.

    I completed my articles of organization following the steps you listed in another video; I marked Albany county as the county, but I was confused on which address to use for Article 3, Service of Process (wasn’t quite clear in the video). I took a guess and used my NYC post office address (not a P.O.box, a usps physical address). For Article 4, Registered Agent, I provided Northwest RA’s name/address.

    Will I have a problem publishing the ads in Albany since I used my Nyc business address for Article 3, Service of Process? I really hope I don’t have to pay to change the address twice and would love to publish my ads as soon as possible in Albany.

    I was already emailed a filing receipt from the state. To confirm, my filing receipt is my state approval notice for my LLC and is all I require to publish the ads? Thank you for taking the time to answer my questions. Greatly appreciate your help.

    Warmest regards,

    Vanessa

    reply
    • Matt Horwitz September 12, 2017

      Hi Vanessa, thank you for the kind words :) Yes, the Filing Receipt confirms that the Articles of Organization has been filed, and therefore that your LLC is in existence. You should have also received a stamped and approved copy of your Articles of Organization along with an Acknowledgment Letter. It does “look cleaner” to have the Albany address listed for Service of Process, but it’s not a big deal. You have Albany as the county in Article 1 and that is what dictates the county for publishing. You can proceed as-is without filing another Certificate of Change. Thanks for your feedback regarding the video not being clear. We will work on fixing that so it doesn’t trip people up.

      reply
      • Vanessa L. September 13, 2017

        Matt,

        Thank you for your prompt response and for the clarification. Great to know about the publishing requirements and not needing to worry about the Certificate of Change. I have not yet received the stamped hardcopy of the Articles, but with the filing receipt, it should be ok to go ahead and begin publishing in Albany from my understanding. Thank you again for all your assistance and thank you to LLC University for their services- simply amazing.

        Cheers,

        Vanessa

        reply
        • Matt Horwitz September 13, 2017

          Hi Vanessa, yes, with the Filing Receipt you can proceed to publish your newspaper ads. Did you file your NY LLC online or by mail? You’re very welcome :) Thank you for the kind words!

          reply
  8. Vanessa L. September 14, 2017

    Hi Matt,

    Of course and thanks for confirming! I filed online last week, and received the filing receipt almost immediately. I am going to go ahead and contact the Albany newspapers (the ones you listed) so that I may begin the publishing process.

    Regarding NW RA, they do not need to be contacted for anything at the moment from my understanding. Their sole purpose is to be a ‘receiving’ address for any documents that may be sent or ‘served’ from the state . Still don’t have a full understanding of a ‘RA’ & if I need to be in touch with them regularly for the LLC, but I will reach out to them for more information. Once the 6 weeks of publishing are over, I would just need to provide the state with the Cert. of Publishing receipt and the Cert. of Change.

    This is off topic, but Id like to also begin the EIN process if possible-To keep things ‘clean’ and consistent, do you recommend I use the NW RA for the address or my NY address that I used in Article 3? Thank you again for taking the time to address my concerns. Creating an LLC is very new for me, and I want to make sure I do not miss any steps- much appreciated.

    Thanks!

    reply
    • Matt Horwitz September 14, 2017

      Hi Vanessa, the email you received from the state (which included your Filing Receipt) will also have your stamped and approved Articles of Organization attached. If you already signed up with Northwest Registered Agent, then you have an online account/dashboard with them. Any mail they receive for your LLC will be scanned into your online account and you’ll receive an email notification for each new piece of mail and then you can login and download it. You don’t have to contact them for anything at this point. Regarding the EIN, just use your actual address. It’s simply the mailing address the IRS will use. The IRS and the Department of State do not share records. Hope that helps!

      reply
  9. Vanessa L. September 14, 2017

    Also forgot to also ask, is it necessary I still complete a certificate of change, if my address in Article 3 was a NY address? Thank you again.

    All the best.

    reply
    • Matt Horwitz September 14, 2017

      Nope, you’re good to proceed as-is. After your newspaper ads run, you’ll receive 2 Affidavits of Publication. Then you’ll file those 2 Affidavits along with a Certificate of Publication to the state. It takes about 45 days before you get back a filing receipt for the Certificate of Publication. I recommend waiting 1-3 months, then filing your Certificate of Change. In your case, you’ll change your county location and you’ll remove the registered agent.

      reply
  10. Vanessa L. September 21, 2017

    Matt,

    Thank you for your patience in getting back to you. Thank you for further clarification regarding publishing and the Cert. of Change. This is very helpful. You stated, once I submit the Cert. of Change, Id also change the RA? I already paid Northwest Agent for the year though, do most folks remain with Northwest after changing addresses/counties?

    Thanks!

    reply
    • Matt Horwitz September 21, 2017

      Hi Vanessa, most filers who go through our course just change remove the Registered Agent afterward via the Certificate of Change, however, it’s not necessary. You can certainly get more of your money’s worth by retaining their services for the whole year. I think it just comes down to personal preference. Hope that helps!

      reply
      • Vanessa L. September 26, 2017

        Hi Matt,

        Thank you for your patience in getting back to you. Great to hear! Id like to stay with NW RA for now. Thank you again for all the clarification and all your help in this process. Greatly appreciated. You guys are amazing @ LLC University.

        Cheers,

        Vanessa

        reply
        • Matt Horwitz September 26, 2017

          Sounds great. Thanks again for the kind words Vanessa :) We really appreciate you!

          reply
  11. Gill April 2, 2018

    Hi Matt,

    Wanted to confirm something here regarding certificate of change.

    I have an LLC that I am 1. changing the address back to my original county (my publication is completed and I want to move the address/county) and 2. I am removing my current registered agent service (I used them to form my llc, and want to cancel the service). On the certificate of change form, I know to fill in the changed county for the business address change, but as for the registered agent, do I need to change the registered agent to myself/my partner, or can I just revoke it altogether (leaving the secretary of state acts as the RA, if this in fact happens when a prior named RA is revoked)? On our articles of organization, the RA is named in a separate article as the registered agent and as I am in NY state and as you say, it is confusing here, I wanted to ensure I check the correct box/fill in the right line.

    Thanks so much, your content is super helpful!

    reply
    • Matt Horwitz April 8, 2018

      Hey Gill, thanks for confirming that there is a specific Article in your Articles of Organization about the Commercial Registered Agent you hired. Then yes, you’re correct. You’ll simply be revoking the Registered Agent and by default, the New York Secretary of State will be the agent upon which process can be served. Hope that helps!

      reply
      • Gill April 9, 2018

        Hi Matt,

        Yes this is super helpful. Thanks so much for clarifying this and your site is great and definitely a good resource for any small business person! Gonna recommend you to anyone else I know needing help like this :)

        reply
        • Matt Horwitz April 9, 2018

          You’re very welcome Gill! Thanks so much for spreading the word… it means a lot!!

          reply
  12. Michael Ferrara April 30, 2018

    I created an LLC in Delaware and did the application for Authority in New York since I operate in New York.

    I want to do the certificate of change in new york since I have a new office address. I always get confused when I fill out these forms on which LLC name to use, since I have my actual one and my fictitious NY one.

    On the Certificate of Change, should I be putting in my New York Fictitious LLC or my original Delaware LLC?

    reply
    • Matt Horwitz April 30, 2018

      Hi Michael, you should use the name of the LLC as it’s registered to do business in New York. This is the NY LLC name you used in your Application for Authority. Was that exact name not available in NY and then you used a Fictitious Name? If you have 2-3 LLC names in your Application for Authority, I’d recommend calling the Division of Corporations to see what they prefer. Thanks.

      reply
      • Michael Ferrara May 4, 2018

        Correct, my Delaware LLC was not available in New York so I had to create a “fictitious” name to be used in New York.

        Additionally, on the SECOND paragraph of the Certificate of Change where it says to fill in “the date of filing of the articles of organization”…..is this going to be the date in which my Delaware LLC was formed (April 10th, 2018) or the date I see on the DOS website when I look up my LLC, it says: “Initial DOS Filing Date: APRIL 17, 2018”?

        THANK YOU!

        reply
        • Matt Horwitz May 16, 2018

          Hi Michael, you’d use the date the Foreign registration was completed in New York. Hope that helps.

          reply
  13. Sam May 15, 2018

    Hi Matt,
    Thank you for the great info.
    I have two questions.
    01. Purpose of Certificate of Change is to revoke RA service and change the SOP address to current state from Albany?
    02. Is it possible to use ‘USPS Street Address’ for SOP address? I think I saw USPS street address cannot be used for legal documents.

    reply
    • Matt Horwitz May 16, 2018

      Hi Sam, you’re welcome. 1.) Yes, the Certificate of Change can be used to change the SOP address and to revoke the Registered Agent (if it was elected/stated in the Articles of Organization). 2.) Yes, you can use a street address provided by the USPS for the SOP forwarding address. Hope that helps.

      reply
  14. Michael Ferrara May 24, 2018

    Matt,

    How long does it take for the State to file the Certificate of Change and to see the address change listed on the DOS website? I mailed it in about 3 weeks ago.

    Thank you,
    Mike

    reply
    • Matt Horwitz June 17, 2018

      Hi Mike, it usually takes about 30-35 days, but it can sometimes take 45-50 days if the state gets really busy. Hope that helps.

      reply
  15. Sharon September 25, 2018

    Hi Matt,
    Do I need to put my real LLC office address (in NYC) on the 2nd point under THIRD section — “The address to which the Secretary of State shall forward copies of process accepted on behalf of the LLC is changed to read in its entirety as follows”?

    Thanks!

    reply
    • Matt Horwitz October 20, 2018

      Hi Shannon, what is the context… what are you trying to accomplish?

      reply
  16. Dsm September 27, 2018

    Mark, I appreciate the nature of the information and the conciseness in which you do so. I initially set it up an LLC in DE and did so for tax purposes. Although the LLC is registered in DE, I am in NY doing business in NY, to include other locations throughout the US and globally. However, after finding out the nature of my business requires NY State licenses and the same holding true for DE. I believe it would be more beneficial to register in NY. That being said, would it be better (more cost effective/time savings) to desolve the LLC in DE and create a new one or change it (re-domisticate) to NY? I appreciate your time and assistance.

    reply
    • Matt Horwitz October 25, 2018

      Hi DSM, do you need to retain the company history, such as bank account and EIN? If so, then re-domesticating would be a good move. If not, it’s probably cleaner to dissolve the Delaware LLC and then form a new domestic LLC in New York. You’d then have to get a new EIN and open a new LLC bank account. Hope that helps!

      reply
  17. Dan (aka Dsm) September 27, 2018

    Matt (aka Mark) lol. I wanted to publicly apologize for the typos and not checking prior to posting.

    reply
    • Matt Horwitz October 25, 2018

      Hey Dan, it’s all good man :) For some reason, people do like calling me Mark lol. Thanks.

      reply
  18. Fara November 8, 2018

    Hi Matt,

    First of all thank you for founding LLC University as this is a lot of help to many small businesses including myself.

    I’m hoping you can help me with my question. I recently used legal zoom to form my LLC a couple of days ago, I was confused about RA so I used their RA Service. After I watched your publication video I realized that I have to put the RA’s address in the publication. I am located in Orange County NY and my business is home based. The RA Service that they provide has a Brooklyn address. My question is, do I have to do my publication in Brooklyn or can I do it here in Orange County? I’d rather do it here in OC because I know it is much more affordable to place publication ad here than in Brooklyn. Thank you in advance.

    reply
    • Matt Horwitz November 23, 2018

      Hi Fara, you’re very welcome! In your LLC’s Articles of Organization, what county is listed after “The county, within this state, in which the office of the limited liability company is to be located is“? That is what dictates the publication requirement. Here’s some more info on the Registered Agent in New York: New York LLC Registered Agent. Hope that helps!

      reply
  19. Bob December 7, 2018

    Hey Matt, awesome forum. I just want to clarify the Certificate of Change from Albany to New York County is done correctly. For my articles of organization, the THIRD and FOURTH articles are listed as the CORPORATE FILINGS OF NEW YORK and NORTHWEST REGISTERED AGENT LLC, respectively, but both have the address as 90 State st STE 700, OFFICE 40 Albany, NY 12207.

    1. Seems odd they both have the same address. Is that a mistake?

    2. I want to confirm that I just need to revoke the authority of the registered agent as designated in your video or i need to select another option to fix the mistake?

    3. Why do we just revoke the authority instead of changing it to one of the LLC members?

    reply
    • Matt Horwitz December 8, 2018

      Hi Bob, thank you! 1. Nope, that’s correct. 2. I’m not sure what you mean by “fix the mistake”. Could you please rephrase your question? 3. While you could appoint an LLC Member (or anyone else) as the LLC’s Registered Agent, it’s not really necessary since the NY Secretary of State serves as the Agent for Service of Process for all entities in the state. So just revoking is easier. But again, it could go either way. Hope that helps.

      reply
  20. Bob December 8, 2018

    Thanks for the quick reply. I was referring to the potential mistake listed in point 1, but since you’re saying both entities are suppose to be listed with the same address, then it makes sense. Thanks again for the help!

    reply
    • Matt Horwitz December 8, 2018

      You’re welcome Bob. I understand. If you do revoke the Registered Agent portion and you no longer need there services, then you’ll also need to change the address for forwarding of service of process to your address. Does that make sense? So the Certificate of Change will remove one of the addresses as well as change the other to your address.

      reply
  21. Bob December 10, 2018

    I think so. In that case, on the change of certificate form, I should mark “2” and list my home address (since we don’t have a physical business location), and also mark “3” and “revoke the authority of its registered agent”.

    Is that correct?

    reply
    • Matt Horwitz December 10, 2018

      Hi Bob, yes, that is correct. You’ll also want to change “1” too and update the county location.

      reply
  22. Bob December 11, 2018

    Yep, thanks so much Matt!

    reply

Leave a Comment