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New York LLC Formation Requirements

Articles of Organization

In any New York LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the New York Secretary of State, Corporations Division for filing. State law requires that certain information be included in the articles of organization of your New York LLC formation. This information must include:

  • The LLC name
  • The period of the LLC’s duration (this period may be perpetual or for a set amount of time) and if any set date, the latest date on which the LLC is to dissolve
  • The county of its principal place of business or office
  • A statement as to whether the LLC is to have a registered agent, including the name and address, or whether the LLC will designate the secretary of state as agent and the post office address to which the process must be served
  • A statement as to whether all or specific members are to be liable for the LLC’s debts, obligations, & liabilities
  • Any other provisions, not inconsistent with law, for the regulation of the internal affairs of the LLC:
    • The business purpose of organization
    • A statement of whether there are limitations on the authority of members or managers or a class or classes thereof to bind the LLC
    • Any provisions in the operating agreement

Filing

Your LLC is considered organized once the original articles of organization and one exact or conformed copy is delivered to the Corporations Division of the Secretary of State by one or more persons and signed by one or more organizers.

A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.

Additionally, a New York LLC formation generally requires inclusion and/or considering of the following:

Operating Agreement

Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.

Membership

A LLC must have at least one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements:
  • Procedure for Membership: The member may acquire an interest in the LLC either the later of two dates: upon the formation of the LLC (effective date of the articles of organization) or the date specified in the operating agreement or records of the company. After the LLC has been formed, a person may be admitted as a member
    • Directly from the LLC in compliance with the operating agreement
    • Upon the vote or written consent of a majority interest of the members

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member may not resign from a limited liability company except in accordance with the operating agreement
  • A member may not withdraw from a LLC prior to dissolution and winding up unless indicated by the operating agreement

Notwithstanding anything to the contrary under applicable law, an operating agreement may provide that a membership interest may not be assigned prior to the dissolution and winding up of the limited liability company.

Contribution

The contributions of a member to the LLC may consist of cash, property or services rendered or a promissory note or other obligation to contribute cash or property or to render services, or any combination of the foregoing.

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