In this lesson, we will walk you through filing your Articles of Organization with the New York Division of Corporations. This is the document that officially forms your New York LLC.
(New York Department of State, Division of Corporations Building)
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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.
Here we are on the State’s website. Again, the link below this video will take you here. Let’s scroll down, and in the sidebar, underneath “Online Filings”, we’re going to click “LLC Formation”. On the next page under “Online Filings”, we’re going to click “Domestic Business Corporation and Domestic Limited Liability Company”, then we’re going to click down here where it says “Articles of Organization for a Domestic Limited Liability Company”. The first step here, you’re going to enter your LLC name. You need to enter your LLC name with proper capitalization and the designator “LLC” or “L.L.C.”. I’m going to use a sample company for demonstration purposes. You can see here I have a comma after “Widgets”. The comma is optional; you can use one if you like, or leave it out if you prefer. Please make note of the capitalization of the LLC name, as you’re going to need to enter it again exactly as it appears here. Once you enter your name, go ahead and click the “Continue” button. If for some reason you’re not able to get to the next page, it means your name is not distinguishable. Please go back and watch the 1st lesson on name availability. Moving forward, the 1st section (the “Opening Statement”), this is optional; we’re not going to check this box off. Next, under “Limited Liability Company Name”, you’re going to enter your LLC name again. You don’t need to enter anything for “English Translation”. Next, under the “Purpose Clause”, we do not need to check this off (this is optional); you can use your LLC for any lawful purpose, but we don’t need to include that here. Scrolling down under “County”, we’re going to list the county where the LLC office address is located. For this example, let’s say that I’ve hired Northwest Registered Agent to use their address for the Newspaper Publication Requirement. If that’s the case, I’m going to enter “Albany”. However, if you’re publishing your actual county, just select your county from this drop-down. Next, under the “Service of Process” address (this is your address where the State can mail you Service of Process), what that means is if you’re sued the State will first receive notice and then mail that to you. Please enter your name and address in this area. I’ve entered the address, and now I’m going to go down to the Registered Agent section, and for this example, we’ve hired Northwest Registered Agent. However, if you did not hire a Registered Agent (and you’re just publishing ads in your own county), you’re just going to leave this as is and you’re not going to check anything off. For this example, I’m going to check this off, and then instead of listing it out right here, it should already be populated over here if I do select a Registered Agent company in the drop-down list if I scroll down (we have Northwest Registered Agent, and it will auto-populate their address). If for some reason that doesn’t work, please go ahead and enter their address manually. Scrolling down in the next section under “Management Structure”, you’re going to check this off and then select the first 1 (“One or more members”). That means that the members and the owners of the LLC run the day-to-day and weekly business operations. Next, under “Effective Date”, you can check this off. This means that your LLC becomes effective once it’s approved by the State. Under “Dissolution”, you can check this off and leave the 1st box checked off. It states “the LLC shall have a perpetual existence”. What that means is that the LLC will remain in existence until it is dissolved or shut down by its members. Scrolling down next, we have the “Liability Statement”. This is an indemnification clause stating that the LLC will indemnify and hold harmless its members in case of a lawsuit. What this means is that if you as a member are sued personally and you have to defend that lawsuit (or you have to pay damages), the LLC will indemnify or reimburse you. For this example, I’m going to check off the “Include the liability Statement”. However, if you’re not sure if you need it for your LLC, you can leave it unchecked. In the next few sections, it’s going to get a little repetitive here since we are both the Organizer and the Filer. In the 1st box under “Organizer” where it says “Organizer Name”, you’re going to enter your name. I have listed a sample name here. Next, under “Signature”, we’re going to electronically sign this document by typing out our full name here. And then under “Capacity of Signer”, you’re going to list “Managing Member”. Next, onto the “Filer” box, you’re going to list your name and your address. Once you fill in your name and address, go ahead and click the “Continue” button. On the next page, you’ll see that it formats all the information that you entered. If you scroll down to the bottom, you can then click “Continue”. On the next page here at the top, it says “Optional Information” (your “Federal Employee Identification Number”), you can leave that blank since you don’t have an EIN yet. The State doesn’t need it (plus you want to form the LLC first and then get your EIN afterwards). Again, you can leave that blank. Under “Additional Services”, you can request a “Plain Copy”, a “Certified Copy”, or a “Certificate of Existence” for an additional fee. You may or may not need a Certified Copy of your Articles of Organization when you open your business checking account, so if you don’t mind spending the extra $10, we recommend getting a Certified Copy. If you don’t want to spend the extra $10 right now, you can always do this at a later time. It will now calculate the new fee. In the next section under “Payment”, you’re going to enter your credit card number, its expiration date, and your 5-digit zip code that’s used for your billing address. Once you fill in your credit or debit card information, under “Payment Authorization”, you’re going to check this box authorizing the State to charge your card. Next, under “Email”, please enter your email address and then enter it again for confirmation. Once you’ve entered your payment information and your email address, you can go ahead and click “File Document”. On the next page, you receive a confirmation success message that your LLC has been filed and it’s been approved, and shortly thereafter within a few minutes you’ll get your Filing Receipt emailed to you. Again, your final receipt has your DOS ID Number, your Department of State ID number. and you’ll want to keep a copy of that with your business records. And that concludes this video for filing your LLC online. Once your LLC is approved, you can then proceed to the next Lesson.
Once your LLC is approved you can proceed to the next Lesson: Operating Agreement.
Form Your New York LLC by Mail
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.
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