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New York LLC
Articles of Organization (DOS 1336)

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

Detailed Lessons:

1. Name Search
2. Publication Part 1
3. Filing Forms ← you are here
4. Operating Agreement
5. Tax ID Number (EIN)

6. Publication Part 2
7. Cert. of Publication
8. Biennial Statements
9. Taxes
10. Cert. of Change

 

New York LLC Costs:
New York LLC filing fee: $200
Newspaper fees: varies by county (see Lesson 2)
Certificate of Publication: $50
Biennial Statement: $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)

(check out Northwest vs LegalZoom)

In this lesson, we will walk you through filing your LLC Articles of Organization (“DOS 1336”) with the New York Division of Corporations.

This is the document that officially forms your New York LLC.

New York LLC Filing Fee

The New York LLC filing fee is $200.

This is a one-time filing fee.

Note: The “LLC filing fee” (the fee to create a New York LLC) is the same thing as the “Articles of Organization fee”. The Articles of Organization is the document, that once approved by the Division of Corporations, creates your New York LLC.

Methods of Filing

There are 2 ways to file your Articles of Organization with the state:

  • online (recommended)
  • or by mail

The online filing and the mail filing both have the same filing fee ($200). The only difference between the two is the approval time:

  • If you form your New York LLC online, it will be approved within 7 business days
  • If you form your New York LLC by mail, it will be approved within 3-5 weeks

LLC University® Recommendation

We recommend the online filing as it’s easier to go through, the approval time is much faster, and it’s easier to get a copy of your LLC’s approval.

However, you’ll find instructions for both the online filing and the mail filing below.

LLC University® Prior Lessons

Make sure you’ve read our prior lessons before proceeding. The address you use in your New York LLC’s Articles of Organization will determine where you need to meet the newspaper publication requirement (which may or may not cost you a lot of money). Prior lessons:

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

(check out Northwest vs LegalZoom)

New York LLC Formation -- Overview Video

  • This is an overview video.
  • It discusses the pros and cons of filing your LLC online vs filing by mail.
  • The video mentions that the approval time for mail filing to be 1-2 weeks. This is no longer the case. Mail filing takes 3-5 weeks to be approved.
New York LLC - Formation Documents (overview)

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. A Limited Liability Company (abbreviated “LLC”) is a hybrid between a Corporation and a Partnership. An LLC protects your assets in the event of a lawsuit. In order to form your LLC, you must file LLC Formation Documents and pay the State filing fee. Once your documents are approved, your LLC is now in existence and authorized to do business in the State. Before completing your LLC Formation Documents, please make sure to have watched the first 2 Lessons. Your desired LLC name must be available for use before you proceed. And, make sure you have determined what address you will use your LLC Formation Documents and in what county you will publish your newspaper ads. Now, let’s discuss your LLC Formation Documents. The name of the LLC Formation Document for the State of New York is called the Articles of Organization. This document is not complicated and it contains basic information, including your LLC’s name, your LLC’s office address, and the county where your LLC’s office is located. If you chose to hire a Registered Agent, you will also list their address in your Articles of Organization. We will walk you through the details of the Articles of Organization in just a couple minutes and we’ll make sure that you get it filled out correctly. There are 2 ways you can file your Articles of Organization with the State. You can file by mail, or you can file online. If you file by mail, you will print out your Articles of Organization and then mail them to the State along with a check or money order to pay the filing fee. If you file online, you will fill out your Articles of Organization on the State’s website and then pay the filing fee with a debit or credit card. The State charges a one-time fee in order to form your LLC. You will find this filing fee amount listed below this video. Once you submit your Articles of Organization along with the filing fee, the State will review and process your documents. If there are any issues with your filing, the State will contact you and tell you what corrections need to be made. If you filed by mail and there are no issues, your LLC will be approved in 1-2 weeks. If you filed online and there are no issues, your LLC will be approved within a few minutes. Either way, you will receive a Filing Receipt back from the State once your LLC is approved. This confirms your LLC is now a legally formed business in the State of New York. Your Filing Receipt will contain your LLC’s name, the date filed, and your Department of State ID Number (also known as your DOS ID Number). Your DOS ID Number is unique to your LLC and you will use it when dealing with the State. New York does not issue duplicate Filing Receipts, so it’s very important to make a photocopy, or 2, and keep the photocopy with your business records. Below this video, there are 2 additional video tutorials which will give you a complete walk-through of filing your Articles of Organization. There’s 1 video for filing by mail and 1 for filing online. The filing fee amount is the same for either option. The only difference is the method of payment and the approval time. Again, if you followed by mail, you’ll pay the State filing fee with a check or money order, and your LLC will be approved in 1-2 weeks. If you file online, you’ll pay the State filing fee with a debit or credit card, and your LLC will be approved within a few minutes. You’re now ready for the next step. Please proceed with 1 of the videos below.

Form Your New York LLC Online

Note: As of December 2018, the New York Division of Corporations has changed their online LLC filing process. Online LLC filings are now done through the New York Business Express. The instructions below reflect the most up-to-date online filing procedures.

1. Getting Started
• Visit the New York Limited Liability Company page to get started.
• Scroll down to “How to Apply” and click “Apply Online as an owner”
• If you already have a NY.gov Business Account, then you can login.
• If you don’t have a NY.gov Business Account, click “Register Here”.

2. NY.gov Business Account Registration
• Enter your name, email address, and a preferred username. Then check off “I’m not a robot” and click “Create Account”.
• Review your information and click “Continue”.
• You’ll see an “email activation” message. Click “Finish” at the bottom and close the browser tab/window.

3. Email activation, security questions, and password
• Go to your email inbox and click the activation link that the state sent you.
• You’ll be redirected to a page where you must create 3 security questions. Keep this saved with your passwords. Once finished, click “Continue”.
• Create your account password and make sure this is saved as well. Then click “Continue”.
• On the next page, click “Go to MyNy“.
• Scroll down to the bottom of the page and click “NY BUSINESS EXPRESS”

4. Starting forming your LLC online
• You should be redirected to your NY Business Express account; specifically to the “Name Determination” step.
• If not, go back to the New York Limited Liability Company page and scroll down to the “How to Apply” section. Then click “Apply Online as an owner”. You should now be redirected to the “Name Determination” step.

Name Determination

Prior LLC University® lesson: Before proceeding with this section, make sure you have read the prior lesson: New York LLC Name Search.

Enter your desired New York LLC name, including the designator, then click “Check Name”. The system will tell you whether or not your LLC name is available. Once the name is acceptable, enter it again at the bottom and then click “Save & Continue”.

As per Section 204 of the New York Limited Liability Company Law, the following are the allowed designators for your LLC:

  • LLC (most common)
  • L.L.C.
  • Limited Liability Company

Name Verification, County

Optional Opening Statement

You can select a standard opening statement that your LLC is being set up as per Section 203 by a person who is at least 18 years old. This section is optional though. Many filers do leave this unchecked.

Limited Liability Company Name

Does the name of the limited liability company contain any non-English words or phrases?
Select “Yes” or “No” depending on your LLC name. If your LLC name has a non-English word or phrase, you must include the English translation.

Optional Purpose Clause:

You can select for your LLC to have a “general purpose” clause (to engage in any lawful activity). This section is optional. Most filers do check this off so their LLC has a general business purpose. You can leave this unchecked though if you’d like.

County

Prior LLC University® lesson: Before proceeding with this section, make sure you have read our New York LLC publication requirements part 1. The county that you select here will have a direct impact on how much it costs you to publish your required newspaper ads. Prices can range from $100 to over $1,000, depending on the county.

The county, within this state, in which the office of the limited liability company is to be located is:
Select from the drop down menu the county in which your LLC’s office is located. Then click “Save & Continue”.

Service of Process, Registered Agent

Let’s discuss a few things about Service of Process and Registered Agents in New York:

  1. First, we recommend reading our New York Registered Agent page. This is an easy read explaining the quirks about New York Registered Agents and how the SSNY acts as the Agent for Service of Process for all LLCs.
  2. Service of process is the delivery of legal mail, such as complaints, summons, subpoenas, or any court documents.
  3. By default the NY Secretary of State’s office is the Agent for Service of Process (another way to say “Registered Agent”) for all LLCs in the state. If your LLC is sued, those papers are “served” to the SSNY office. After the SSNY receives them, they’ll forward them to you at your “Address for Forwarding of Service of Process”.
  4. Your “Address for Forwarding of Service of Process” can be either your own address or the address of a service company (like Northwest Registered Agent)

• If you followed our other lessons and are going to hire Northwest Registered Agent and then publish your newspaper ads in Albany County, you can select “Select a Service Company” and then choose “Northwest Registered Agent LLC” from the drop down menu.

• If you’re going to publish your newspaper ads in your own county, you can select “Enter Service of Process Information” and then enter your LLC name and its address.

Optional Registered Agent

This section is not necessary for most people. Most filers leave this section unchecked and then click “Save & Continue”.

Optional Statements

Optional Management Structure

If you would like to state in your Articles of Organization how your LLC is to be managed (Member-managed LLC vs Manager-managed LLC) you can check the box and then make a selection below. If you leave this section unchecked, you’ll be able to designate this in your LLC Operating Agreement instead.

Optional Effective Date

Your LLC effective date is the day your LLC goes into existence. If you leave this box unchecked, your New York LLC will go into existence on the day it is approved by the New York Division of Corporations.

If you’d like your LLC to go into existence on a future date (which, as per Section 203, can’t be more than 60 days in the future), you can check this off, select “on the following date”, and use the calendar tool to enter that date.

Tip: Choosing an LLC effective date of January 1st can be helpful if you’re forming your LLC late in the year (November or December) and you don’t need your LLC open right away. This will make your tax and bookkeeping records easier.

Optional Dissolution Date

You would check this section off if you want your New York LLC to automatically shut down (dissolve) on a future date. Most filers prefer for their LLC to have a perpetual existence and leave this section unchecked. This means the LLC will remain open until the owners choose to dissolve it.

Optional Liability Statement

Check this box if you want your LLC to defend, indemnify, and hold harmless its members (owners). If you’re not sure what this means, we recommend having a discussion with an attorney. You can also read indemnity clauses for more information.

Most filers leave this box unchecked.

Organization Attestation

Organizer Name

Enter the name of your LLC’s Organizer and their address in the boxes provided.

An LLC Organizer is the person who is submitting the Articles of Organization to the state.

An LLC Organizer may or may not be an LLC Member. However, many people forming their own LLCs are both an Organizer and a Member.

Tip: If you hire Northwest Registered Agent, you can use their address as your Organizer’s address, even if you’re the LLC Organizer. This will help reduce junk mail. Nothing from the state is mailed to this address. Unfortunately many marketing companies just spam the crap out of people at whatever address is listed here.

Type the Organizer’s name in order to electronically sign the form. Then click “Save & Continue”.

Filer Attestation

If New York wasn’t quirky enough; now you’re thinking, “What the heck is the difference between an LLC Organizer and an LLC Filer?!”

We feel your frustration and we agree; they do sound confusingly similar.

An LLC Organizer is technically the one responsible for the submission of the LLC’s Articles of Organization. And the Filer is the one who is delivering the Articles of Organization. Think about it this way: pretend an attorney is forming an LLC for a client. Once the LLC paperwork is done, he has his assistant run it over to the NY Division of Corporations office (since they work close by). The attorney is the LLC Organizer and his assistant is the LLC Filer.

Most people forming their own LLCs are both the Organizer and the Filer. If that’s the case, enter your name and address here and then click “Next”.

Tip: And just like the Organizer’s address, nothing is sent to this address by the state. The only thing you’ll get is junk mail. If you hired Northwest Registered Agent, you can use their address here to reduce the junk mail.

Summary

On the next page you’ll see a summary of your LLC filing in PDF format. Review for accuracy and check for any typos. If all looks good, click “Proceed”. If you need to make any changes, click “Back”.

Additional Services

  • A Plain Copy (of your Articles of Organization) is $5. We recommend ordering this since, by default, the state only sends you back a Filing Receipt (proof that you paid). By ordering a Plain Copy, you’ll get a stamped and approved copy of your Articles of Organization.
  • A Certified Copy (of your Articles of Organization) is $10. This is just a fancier version of the plain copy since it has a state seal. If you want to spend $5 extra and get a Certified Copy instead of a Plain Copy, feel free to do so, but it’s usually not needed.
  • A Certificate of Existence is $25. It’s an official document (with a seal) that states your LLC is in compliance and in good standing. Most filers don’t need this. If you want to spend $25 to have another “official certificate”, feel free to order one. One example of when this may be needed is if you’re registering your New York LLC as a Foreign LLC in another state.

Make your desired selection(s) and then click “Proceed”.

Payment

On the next page, you’ll see the total filing fee for your New York LLC. Scroll down and click “Proceed to Payment”.

Enter your credit card information and your billing address and then click “Process” to complete your payment to the state.

Congratulations, your New York LLC filing has been submitted to the Division of Corporations.

Now you just need to wait for your LLC to be approved.

New York LLC Approval (online filing)

After electronically submitting your Articles of Organization to the New York Division of Corporations, they’ll process and review your filing within 7 business days.

Once your LLC is approved, you’ll receive back a Filing Receipt and any “Additional Services” documents you ordered (for example: a Plain Copy of your Articles of Organization).

The state will notify you by email once your LLC is approved.

Next Step: New York LLC Operating Agreement

Once you file your New York LLC Articles of Organization, and it’s approved by the state, you can then proceed to the next lesson: New York LLC Operating Agreement.

New York Division of Corporations Contact Info

If you have any general LLC questions, you can contact the New York Division of Corporations at 518-473-2492. Their hours are Monday through Friday from 8:30am to 4:30pm Eastern.

If you have any issues with the NY Business Express website, you can contact their support number at 518-485-5000. Their hours are also Monday through Friday from 8:30am to 4:30pm Eastern.

Form Your New York LLC by Mail

  • If you prefer to file by mail, you’ll find instructions in the video below.
  • We recommend the online filing for a number of reasons: it’s easier to complete, approval time is faster, and it’s easier to order a stamped and approved copy of your Articles of Organization.
  • The video mentions approval time for mail filing to be 1-2 weeks. This is no longer the case. Mail filing now takes 3-5 weeks to be approved.
New York LLC - Formation Documents (by mail)

Video Transcript:

Here we are inside the Articles of Organization. This is a 2-page PDF document. This form can be filled out on your computer, or it can be printed out and then filled out by hand. If you fill this out by hand, please use black ink. Also, make sure to print these documents on white paper that is letter-sized (that’s your standard 8-and-a-half-by-11 inches). Also, I have a professional version of Adobe Acrobat and you may only have the free version of Adobe Reader. You may or may not have the same functionality in order to write inside the document, If that’s the case, simply print it out and then complete this form by hand. All right, let’s get started. In the 1st box, you’re going to enter your LLC name. I’m using a sample company here for demonstration purposes. Make sure to include your designator “LLC” or “L.L.C.”. the comma that I have here is optional. You can include one if you’d like or you can leave it out if you prefer. Next, under Article 1 (“Name”), it’s a little repetitive here, but you’re going to enter the name of your LLC again. Scrolling down Article 2 (“County”), “the county within the State in which the office of the LLC is to be located is”, you’re going to list the county of your LLC’s office address. If you followed our strategy and you’ve hired Northwest Registered Agent in order to use their Albany address and then publish your newspaper ads in Albany county, then you’re going to list “Albany”. However, if you’re just going to publish ads in your actual county, then please list that county her. For this example, I’m going to list “Albany”. Next, in Article 3 (“Service of Process”), in this section you’re going to list the address where the Secretary of State can mail you Service of Process. That means if you’re sued, the State will first get notified and then they will forward you a copy. Please list your name on 1st first line, and then your address on the 2nd and 3rd line. Once you have your name and address filled in, let’s go down to Article 4 (“Registered Agent”). If you did not hire a Registered Agent, you’re going to leave this blank. However, if you hired Northwest Registered Agent, you’re going to list their name on the 1st line, and then their address on line 2 and 3. All right, I filled the information for Northwest Registered Agent for their Albany office. Next, where it says “Signature of organizer”, you’re going to sign on this line after you print this form out. Over here where it says “Print the name of the Organizer”, you’re going to write your name here. Let’s scroll down the page 2. At the top (it says “Articles of Organization of”), you’re going to enter your LLC name again. Next, it says “Filed by”, and you’re going to list your name on the 1st line, and then your address on Line 2 and 3. Once I have that filled out, that completes the document. Again, after you print the document out, you’re going to sign here above where it says “Signature of organizer”. You’re then going to mail this document along with a check or money order for the filing fee. The filing fee amount, the accepted forms of payment, and the address where to send this document to is listed below this video. After you mail this document to the State, you receive back your approval and your filing receipt in approximately 1-2 weeks. Once you receive your LLC approval, you can then continue to the next Lesson. If you have any questions while going through the Articles of Organization, you can contact the State. Their phone number is listed below this video. And that concludes this Lesson.
  1. Download the Articles of Organization (DOS 1336) and complete the form (the instructions above are similar).
  2. The $200 filing fee can be paid with a check or money order. Make it payable to “Department of State”.
  3. Mail your completed Articles of Organization and payment to:

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

When filing your New York LLC by mail, it will take 3-5 weeks before it’s approved. The state will mail you back a Filing Receipt (proof that you paid) once your LLC is approved. They will not mail you back a stamped and approved copy of your LLC’s Articles of Organization.

In order to get a stamped and approved copy of your LLC’s Articles of Organization, you’ll need to mail in a request letter (NY LLC Request for Copies) and pay $5 for a plain copy or $10 for a certified copy.

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References

https://www.dos.ny.gov/corps/llcfaq.asp
https://www.dos.ny.gov/corps/llcguide.html
https://www.dos.ny.gov/corps/dom_llcfile.html
https://www.dos.ny.gov/corps/faq_copies.page.asp
https://www.nysenate.gov/legislation/laws/LLC/102
https://www.nysenate.gov/legislation/laws/LLC/203
https://www.nysenate.gov/legislation/laws/LLC/204
https://www.businessexpress.ny.gov/app/answers/cms/a_id/2443/kw/domestic%20LLC

Matt Horwitz
Founder & Educator, 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! LLC University® teaches people how to form an LLC for free in all 50 states. We hope you find our free guides and resources helpful in your business journey.
Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.

80 Comments

  1. Jason February 13, 2017

    Im looking for a registered agent to file….well change my filing county with NYS. From Brooklyn, NY….Kings County, to Albany County. How can you help with that?

    reply
  2. jack dougherty February 21, 2017

    Hey Matt,

    Just stumbled upon the website after viewing your youtube videos. What excellent resources. I left a comment on your youtube video, but I’ll post it here also (in case it reaches faster).

    “At 1:58, when you are going over the Service of Process, what is a service of process company? I am assuming it is different from a registered agent. Also would we have to put our personal home address for this portion and would the party/parties suing me know my address? Thanks in advanced.”

    reply
    • Matt Horwitz February 21, 2017

      Hey Jack! Thank you for the kind words! Typically, the Agent for Service of Process and the Registered Agent are one and the same, but NYS is weird in that, by default, the NY Department of State serves as the Agent for Service of Process and then forwards a copy to you at any address you like (it doesn’t have to be your home address). Additionally, you can use a Commercial Registered Agent, but most people don’t need one unless they are looking to setup their LLC with an address in Albany (to avoid high newspaper fees in more expensive counties; mostly the 5 boroughs).

      The address you use will become part of public record, so yes, the party suing you will know your address. The address does not have to your home address. It can be an office address, a family member’s address, or the address of a Commercial Registered Agent. I know all that sounds confusing probably lol! Try going though our NY course lessons in order. It helps make everything a lot more digestible. Hope that helps! Let me know if you need anything else.

      reply
      • jack dougherty February 22, 2017

        Hi Matt,

        Because you said that it will become part of public record, would the filer address also possibly become public record? If I do not want to risk showing personal home address, should I input a friend’s house (if they are willing) or a place of business (when i get one). Or would you say that it would be fine to input a personal home address?

        Thanks again,
        Jack

        reply
        • Matt Horwitz February 22, 2017

          Hi Jack, yes it does. The two things people do in this case is, as you mentioned, use a friend’s address, or hire a filing company. Let me know if you need anything else.

          reply
  3. jack dougherty February 23, 2017

    Great! Thanks agin for your help.

    reply
  4. Raji April 15, 2017

    Hi,

    I am an attorney in NYC. I need to change the name of my LLC. Is it better to file the Certificate of Amendment or should I file an Assumed Name (DBA)? Thank you!

    reply
    • Matt Horwitz April 15, 2017

      Hi Raji, thanks for reaching out. You do either one. What is the reason you want to change the LLC name… can you provide some more context?

      reply
      • Raji April 18, 2017

        Thank Matt! I would like to change the name simply because I came up with a name that has a better appeal (sounds better).

        reply
        • Matt Horwitz April 19, 2017

          Hi Raji, thanks for the info. You can follow our NY Certificate of Amendment lesson to change the LLC name. Please also see this lesson and scroll down to the IRS section. Make sure to update the IRS after NY SOS processes the name change. Apologies that this information is scattered across 2 lessons. We’re working on improving this.

          reply
  5. Raji April 19, 2017

    I want to change the name simply because the new one will sound better. Also, can I use the same form (Certificate of Amendment) to change my physical business address? So grateful for you help!

    reply
    • Matt Horwitz April 19, 2017

      Hi Raji, the state of NY actually doesn’t have the full street address of the LLC’s location. They just have the county. They do have the address for where to forward service of process though. Do you need to change that address? If so, then yes, you can use the Certificate of Amendment, or you can use the Certificate of Change. The state accepts both forms for this purpose. The difference is that the Certificate of Change has fields that can be easily filled out vs. the Certificate of Amendment, where you have to draft the language yourself. It’s a bit confusing, I know. Hope that helps though.

      reply
  6. Raji April 20, 2017

    Yes, I need to change the “forward service of process” address (which is also the physical address). So I can use the same certificate of amendment to change both this address and the LLC’s name? Would you happen to have a sample that can guide how to properly complete this form?

    I would rather use the Certificate of Change if it can be used both for the address and name change. However, if I have to use the Amendment certificate for the name change, I might as well use it for the address change as well, right? What a blessing to have found this website!

    reply
    • Matt Horwitz April 20, 2017

      Hey Raji, you cannot use the Certificate of Change to change an LLC name. An LLC name can be only be changed via the Certificate of Amendment. You can change your LLC name via “FIRST” and “SECOND” on the form. Then below, state the paragraph of your Articles of Organization that relates to the forwarding address for service of process, enter its language, then enter the new language in the box below. Hope that helps :)

      reply
  7. Barb June 3, 2017

    I moved out of NYS. My LLC is a NYS LLC but were no longer are using it and have retired. What do we need to do to now?

    reply
    • Matt Horwitz June 5, 2017

      Hi Barb, this is called a voluntary LLC dissolution. You can file Articles of Dissolution (NYS Form 1366) and pay the $60 filing fee. For further instructions, mailing address, and to access the form, please see here: https://www.dos.ny.gov/corps/llccorp.html#dissolve. Additionally – (if you haven’t done so already) – you’ll need to file a final return with the NY Department of Taxation and Finance. More information on that can be found here: https://www.tax.ny.gov/bus/doingbus/ending_business.htm. Please note, when they say “corporations”, they mean all business entities, including LLCs. Hope that helps!

      reply
      • Rob May 8, 2018

        Hi Matt, for my old LLC (I no longer live in NY since 2010) I filed a final return with the NY Dept of Taxation and Finance back in 2013, but I forgot to file the articles of dissolution. Will I incur any fees/penalties when I send in the articles of dissolution now?

        reply
        • Matt Horwitz May 16, 2018

          Hi Rob, I’m not sure about this (but I don’t think so). I recommend calling the Division of Corporations to double-check. Hope that helps.

          reply
  8. Chris July 8, 2017

    Hi Matt,

    Thanks for making the tutorials available online for free. They are tremendously helpful. I have some questions that I hope you can answer for me.

    1) Is it safe to assume that all the information (e.g., Organizer and Filer’s name, email address and physical address) that I disclose on the Articles of Organization form will be publicly available either online or by mail? What are my options if I wish to remain private?

    2) With respect to the Service of Process section, can I designate a Registered Service Agent company like Northwest Registered Agent under “select a Service Company?”

    3) With respect to the Organizer’s title, if there are two members with 50/50 ownership and equal management duties, is it appropriate to list “Managing Member?” Or should it be just “Member?”

    Thanks in advance for your help.

    reply
    • Matt Horwitz July 12, 2017

      Hey Chris, thanks for the kind words!

      1. Yes, the Organizer’s name and address is public. And a lot of junk mail is sent to this address. Physical address is also public. I’m not 100% sure on the email address, but if you call the NY DOS, they can tell you. Best way to remain private is have someone else organize your LLC (like a friend) or to hire a filing company who specifically knows how to maintain your privacy. Feel free to email me for a recommendation.

      2. Yes, you can designate a Registered Agent service company.

      3. It’s most accurate to use the title “Organizer” (for the person who is filing the docs with the state). Then have the Organizer complete a “Statement of Organizer in Lieu of Organizational Meeting”, as well as have the members sign an Operating Agreement. You can find a free Operating Agreement in our NY LLC course, and you can find the Statement of Organizer by searching the full name in the search bar on our website.

      Hope that helps!

      reply
      • Chris July 27, 2017

        Hi Matt,

        Thank you very much! This is very helpful.

        Chris

        reply
        • Matt Horwitz July 27, 2017

          You’re welcome Chris! Thanks for the comment.

          reply
  9. Anderson October 31, 2017

    Hi Matt,

    I have a quick question when setting up an LLC online. On the part where we fill out the Service of processes, if I were to use Northwest as my registered agent, should I use their address if I want to take advantage of fulfilling the publication requirement in Albany or would any address be fine?
    If I use my own address in Service of processes, wouldn’t that show my address in the Articles of Organization? Therefore I would not be able to fulfill my publication requirement in Albany.

    Thank you for all the information you are providing, it makes setting up an LLC less stressful.

    reply
    • Matt Horwitz October 31, 2017

      Hey Anderson, apologies for the confusion. For the Service of Process address, yes, you should use Northwest Registered Agent‘s address there and not your own. Hope that helps. Let me know if you have any followup questions. And thanks for your comment!

      reply
      • Anderson October 31, 2017

        Thank you for the clarification.

        I have another question,

        At the bottom for filer information, should I put my address or Northwest address?

        Thank you again.

        reply
        • Matt Horwitz November 1, 2017

          I’d actually use the NWRA address. If you use your actual address, you’ll receive a whole bunch of junk mail. Nothing important is sent to the filer’s address.

          reply
  10. M Verdugo February 6, 2018

    I paid for the LLC filing online and got a confirmation page with DOS ID, Entity Name and File Number… but I never received a filing acknowledgement email. I’ve emailed the DOS several times and have not heard anything. Any thoughts? thank you – very helpful info here

    reply
  11. Emily February 15, 2018

    Thanks for these resources – super helpful! I just had one question: if you’re filing an LLC with a partner, it doesn’t look like there’s anywhere to enter the other person’s name. Is that correct? Do you just use the Operating Agreement to lay out the other members and percentages (e.g., 50-50), or should we be entering both names somewhere on the LLC filing form?

    reply
    • Matt Horwitz February 21, 2018

      Hi Emily, you’re very welcome! You are correct. LLC Members are not listed in the New York Articles of Organization, but instead, they will be listed in the LLC Operating Agreement (along with their percentage of ownership). If you’d like more helpful documentation, you can have the LLC Organizer (the person completing the Articles of Organization) sign a Statement of LLC Organizer, which will also appoint the Members (in addition to the Operating Agreement). The Statement of Organizer aids in making a more clear “paper trail”. Hope that helps!

      reply
  12. Claudia February 23, 2018

    Hi Matt,
    Thanks for all the information. it help me a lot.
    I have a question, in the articles of the organization in the part:
    DOS Process (Address to which DOS will mail process if accepted on behalf of the entity).
    Can I also write the address of the register agent?
    Thanks!
    Claudia

    reply
    • Matt Horwitz February 25, 2018

      Hi Claudia, it depends on the Commercial Registered Agent that you hired. Please check with them. If you hired Northwest Registered Agent however, then yes, you can use their address for the “address where SOS shall mail a copy of any process against the limited liability company”. Hope that helps.

      reply
      • Claudia February 26, 2018

        Hi Matt, Thanks for your answer! Yes I hired Northwest Registered agent.
        And other question, can I use them in Albany as a register agent and to use their address for “address where SOS shall mail a copy of any process against the limited liability company” and the county in “New York” in the articles of the organization?
        Thanks a lot!
        Claudia

        reply
        • Matt Horwitz February 27, 2018

          Hi Claudia, you’re welcome :) Yes, you can use their address for the “address where SOS shall mail a copy of any process against the limited liability company”. However, if you are using our newspaper publication strategy to save money, then you will not want to list “New York” as the county for your LLC office. Whatever you list as the county for your LLC office is what determines the county in which you need to publish your newspaper ads. Hope that helps.

          reply
          • Claudia February 27, 2018

            Hi Matt, Thanks so much for your answers.
            I made the publications in Albany, and now I am changing the county to New York. But I would like to conserve the Northwest Registered agent services.
            Thanks!
            Claudia

            reply
            • Matt Horwitz February 27, 2018

              You’re welcome Claudia. I see. Make sure you’ve received both of your Affidavits of Publications (from the newspapers), have filed them with your Certificate of Publication, and received back your Filing Receipt for the Certificate of Publication before filing the Certificate of Change. Whew, that was a lot of long names lol. Hopefully that made sense ;)

              reply
              • Claudia February 27, 2018

                Thanks Matt, I received all the documents you mentioned. Do you know how long it takes the state of New York to change the county? In my case I did it with the amendment certificate.
                Your help was very important to us :) Thank you for your time helping entrepreneurs !!!

                reply
                • Matt Horwitz February 27, 2018

                  Hey Claudia, the state is pretty slow and things can lag a bit. On average, it’s about 45 days (plus or minus). You’re very welcome! Thank you for the kind words :)

                  reply
  13. Mag February 25, 2018

    In the Organizer and Filer’s Address section, can i use Northwest Registered Agent address in Albany?

    reply
    • Matt Horwitz February 26, 2018

      Hey Mag, yes, you can use Northwest Registered Agent‘s address for the Organizer and Filer’s address. Great question. We’ll update the lesson with this information soon. The only mail that is sent to these addresses is junk mail anyway, so this will save you a lot of hassle. Hope that helps.

      reply
  14. Sharon May 3, 2018

    Hi Matt,

    I just formed an LLC for a real estate rental related business, but now I’m changing my mind, I would like to do other kind of business. Do I need to form another one or I can make some changes on this existing one, or I can just file a DBA but keep the existing LLC as is?

    Thank you!

    reply
    • Matt Horwitz May 16, 2018

      Hi Sharon, the LLC can have a general purpose, so you don’t have to form a new LLC or change anything. However, if you stated a specific purpose in the Articles of Organization for the LLC (like real estate), you can file a Certificate of Amendment and make the purpose “Any lawful purpose for which an LLC may be organized in the state of New York“.

      reply
      • Sharon May 16, 2018

        Wow, thank you so much for your instruction Matt. Is that Certificate of Amendment the same documentation as the one I will use to change my business address after the publish requirement is fulfilled?
        Thanks again!

        reply
        • Matt Horwitz May 16, 2018

          Although you can use the Certificate of Amendment to make those changes, it’s cheaper to use the Certificate of Change to change the business address. The Certificate of Change is $30 and the Certificate of Amendment is $60. You’re welcome Sharon!

          reply
  15. Al May 9, 2018

    HI Matt,

    First thing your knowledge and clarity is extremely helpful, i really appreciate it.

    Second… i live in New York and will be opening a business in California, i will continue to live in NY, where do i open LLC?

    The main business is being run out of California facility as i will manage sales and accounting out of my ny office.

    Thank You!

    reply
    • Matt Horwitz May 16, 2018

      Hi Al, thank you for the kind words! In this case, you’ll be doing business in both states. You’ll want to either form the LLC in New York and then register as a Foreign LLC in California or form the LLC in California and register as a Foreign LLC in New York. Hope that helps.

      reply
      • Al May 17, 2018

        Thank You for you reply, 1 more question.

        Since i live in NY am i required to open LLC in NY and register as foreign LLC in California or i have a choice to open LLC in NY or California.

        reply
        • Matt Horwitz May 17, 2018

          Hi Al, you’re welcome. Your “base” LLC (the domestic LLC) can be formed in either state.

          reply
  16. Al May 17, 2018

    Will there be tax implications as to where i set up LLC or only the LLC renewal every year will be the difference?

    reply
    • Matt Horwitz May 18, 2018

      Hi Al, you’ll need to file LLC Annual Reports in both states… well, more technically, NY LLCs (domestic and foreign) owe a Biennial Statement every 2 years. CA LLCs (domestic and foreign) owe a Statement of Information every 2 years, however, every year, they owe Annual Franchise Tax, an Estimated Fee (if applicable), Form 568, and any other tax reporting requirements due to the California Franchise Tax Board. Regarding the tax implications of where you form your domestic LLC, that would be a conversation with your accountant. Hope that helps.

      reply
  17. sam September 14, 2018

    How do I know when the LLC was approved?

    When I search for it in the state database, is shows as ACTIVE, but still unsure if that means it’s been approved. Should I receive a letter in the mail?

    reply
    • Matt Horwitz October 17, 2018

      Hi Sam, yes, if you filed by mail, you should receive back a Filing Receipt for your Articles of Organization. If you requested a copy of the Articles of Organization, that will be sent back as well. Hope that helps.

      reply
  18. Julie September 25, 2018

    Hi,

    When I go to the NYS website it says “not for professional service corporations” and I am providing licensed clinical social work services. Is there a different form I need for a PLLC ?

    Thanks very much for your site. It’s so very helpful and well presented.

    reply
    • Matt Horwitz October 20, 2018

      Hi Julie, yes, PLLCs need to use the Articles of Organization that is specific to PLLCs (not the regular one). The PLLC Articles of Organization can also be filed online. Hope that helps.

      reply
  19. XL October 25, 2018

    Hi, Matt

    Thank you so much for these awsome lessons! They are very helpful!

    I have one question to ask you:

    For the email address on the last page of Formation Document, do I put my own email or Northwest Registered Agent email once I hire them?

    Thank you so much!

    reply
    • Matt Horwitz November 22, 2018

      Hey XL, you’re very welcome! That would be your email address, not that of your Commercial Registered Agent. Hope that helps.

      reply
      • Bagogipi June 22, 2019

        Hey Matt, I was just curious if the email address being talked about here would be public record, and if so, if another email account other than a main, personal email account would be appropriate for that.

        Thank you

        reply
        • Matt Horwitz June 24, 2019

          Hi Bagogipi, since this filing system is relatively new, we’re not 100% sure if the email address used to create the NY.gov account is private or public. You would need to call the Department of State to double-check on that. If you’d like, feel free to share your findings :) Thanks!

          reply
          • Bagogipi June 24, 2019

            Hey Matt, I called the NY DOS Division of Corporations and they told me that the email is not a part of public record. They said they use it to send you the receipt of filing & notifications when the biennial statement is due.

            reply
            • Matt Horwitz June 25, 2019

              Hey Bagogipi, thanks so much for checking up on that and sharing! Super helpful!

              reply
  20. XL November 23, 2018

    Thanks so much for your reply, Matt! It’s very helpful!

    reply
    • Matt Horwitz November 23, 2018

      You’re very welcome XL!

      reply
  21. Mel December 12, 2018

    Hi Matt,

    Thank you for videos and your site. Extremely helpful. I went on the state website today, to file articles of organization but the process is now different. By chance will you be doing an updated video?

    Thanks
    Melissa

    reply
    • Matt Horwitz December 16, 2018

      Hi Melissa, New York has just very recently changed their online filing process. We’ll be updating our lessons soon. Thank you for your understanding.

      reply
    • Matt Horwitz December 18, 2018

      Hey Mel, the lesson has been updated to reflect the online filing process with the NY Business Express. Hope that helps!

      reply
      • Mel December 18, 2018

        Thank you so much for the update.

        reply
        • Matt Horwitz December 18, 2018

          You’re welcome Mel!

          reply
  22. Melly December 17, 2018

    Hi Matt,

    When using a registered agent can I use there address for service of process, organizer address and file address?

    Is there a need to use personal address at any point? If personal address is used will it be public?

    Thanks

    reply
    • Matt Horwitz December 18, 2018

      Hi Melly, yes, all addresses listed in your New York LLC will be public. It depends on the Registered Agent company you hire. You may need to contact them and ask. However, if you hired Northwest Registered Agent, then yes, they’ll allow to use their address for Service of Process address, LLC Organizer’s address, and Filer’s address. Hope that helps.

      reply
  23. Gina January 2, 2019

    Hi Matt, Just wanted to say thank you for updating this NY process so quickly as they’ve changed it to NY Business Express in December. I signed up with Northwest Registered Agent but their online process wasn’t clear on how to navigate through the form – so I followed your guide and it was SUPER helpful! Thank you.

    reply
    • Matt Horwitz January 6, 2019

      Hey Gina! You’re welcome. Yup, the NY Business Express just rolled out in December. We wanted to to make sure our readers have the most accurate information. Glad you found it helpful :)

      reply
  24. Eve February 26, 2019

    Hello Matt,
    Thanks in advance for all the helpful information on this site.
    However, I am still confused.
    I am using Northwest as my registered agent.
    I am in the process of setting up a NY LLC
    So far, I have my initial filing document, with a seal and an authentication number.
    I also have my Articles of Organization
    Then, on 1/15/19, I received a document from the NYS Div of Taxation and Finance that said I must complete and submit this form (Form TR-570), which assigned me a temporary TF #, within 15 days. If I had an EIN at the time, I could enter my EIN on the form, or use my TF #. I applied for an EIN and received one within seconds of applying online. So I filled out the form and submitted it with the EIN.
    However, I think I missed the deadline of 15 days and submitted the document a couple of days late.
    I have not received any response from NYS. Should I be expecting a response?
    Or should I go to the next step of … what? What’s my next step?
    I’m lost…
    Is it to publish the LLC in the 2 newspapers? I don’t want to delay too long.
    The LLC’s date of formation was 1/14/19, and it’s already 2/26/19. I don’t want to miss another deadline.
    Please help.
    Thank you.

    reply
    • Matt Horwitz February 28, 2019

      Hi Eve, you’re very welcome. We’ll be publishing an article on the LLC/LLP Request for Information (TR-570) soon. It does cause a lot of confusion and unnecessary fear. It’s not as scary as it looks though ;) Yes, the state does tell you to send it back within 15 days, but they really just do that to scare people into submitting the information within a reasonable amount of time. But the goods news is there’s no penalties for submitting it late. So even if it takes you 60 days to send it to them, there will be no harm done and no issues. The NY Department of Taxation & Finance is just wanting to know what type of tax return they should expect. That’s why they gather the information. The form is not legally binding. It’s just informational. And nothing is sent back to you once they receive it. So it you sent it in, you’re all good :) You can just proceed to the next step, which for you, sounds like it’s publishing your ads in 2 newspapers. Hope that helps!

      reply
      • Eve February 28, 2019

        YES! Awesome! Thank you so much, Matt! I will proceed as planned. Thank you, and I’m also very thankful to Northwest for making life easier.

        reply
        • Matt Horwitz March 1, 2019

          You’re very welcome Eve :) That is great to hear!

          reply
  25. Bagogipi June 24, 2019

    Hey Matt, for the “Optional Liability Statement”, wouldn’t leaving this part unchecked defeat the purpose of an LLC? I was just curious why most filers would leave this part unchecked, since by my understanding this optional statement is the idea behind forming a “Limited Liability” company. Am I misunderstanding the difference between this part of the Articles and the LLC’s limited liability itself?

    Thank you!

    reply
    • Matt Horwitz June 25, 2019

      Hey Bagogipi, this statement has to do with the “internal affairs” of an LLC (between the LLC and its Members or Managers) and not about the “external” liability protection of an LLC as per Section 609 (a) of the NY LLC Act. Section 609 (a) states (paraphrased) that neither LLC Members or Managers are liable for the debts, obligations, or liabilities of the LLC.

      If you check this optional box, you are stating that your LLC will defend, indemnify, and hold harmless its Members or Managers (unless their acts or omissions were a result of their fraud, gross negligence, willful misconduct or a wrongful taking). We link to a helpful article above on this page (in the “Optional Liability Statement” section) that explains indemnification in more detail. Hope that helps.

      reply
      • Bagogipi June 25, 2019

        Oh – that makes sense. Thank you very much!

        reply
  26. Paata January 16, 2020

    Hi Matt,

    Thank you for the detailed instruction on how to form an LLC. It is the best instruction I have ever seen.

    I have one question though: I filed an LLC today online and literally 1 minute later I received an email with a Filing Receipt, a Certified Copy of Articles of Organizations and a Certificate of Existence attached.

    Does it mean that They approved my application within 1 minute?

    The strange thing is that the Certificate of Existence does not say that LLC is in compliance and in good standing. It says: “I hereby certify, that … LLC a NEW YORK Limited Liability Company filed Articles of Organization pursuant to the Limited Liability Law on 01/16/2020, and that the Limited Liability Company is existing so far as shown by the records of the Department.” Is everything right?

    Also, in the filing receipt, the Registered Agent section is empty. Should not be my name and address there? I am the Organizer and filer.

    Thank you in advance.

    reply
    • Matt Horwitz January 18, 2020

      Hi Paata, you’re very welcome! So happy to hear that :) Everything you did sounds correct and all sound fine. When you form a New York LLC online (and there’s no errors in your application), the LLC is approved instantly. The language on the Certificate of Existence is correct. And New York is different than most states in that having a Registered Agent is not required, so that field being blank is totally okay. By default, the Secretary of State (Department of State) of New York is the agent for service of process (pretty much the same purpose as a Registered Agent) for all entities. Hope that helps!

      reply

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