Address of state office for filing:
New York State
Department of State
Division of Corporations
41 State Street
Albany NY 12231
Telephone: (518) 473-2492
State web address: http://assembly.state.ny.us/
State law reference: New York Limited Liability Company Law.
Title of filing: Articles of Organization.
Filing Fee: $200
Name requirements: The official name must contain the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.” (Section 204). A company name may be reserved for a 60-day period, renewable twice, for a fee of $20. (Section 205).
Organizer requirements: A limited liability company may be organized by one person. The organizer need not be a natural person, nor a member. (Sections 102, 203).
Articles of Organization requirements: Articles of Organization must contain the following: (1) name of company, (2) countywithin New York where the company will be located, (3) duration of company, if less than perpetual, (4) designation of the Secretary of State as agent of the company, upon whom process against it may be served and the post office address to which the Secretary of State shall mail a copy of any process served against the company, (5) if the company will have a registered agent, the agent’s name and office address, and a statement that the agent is to be the agent of the company upon whom process against it may be served, (6) if all or certain members will be liable in their capacity as members for all or certain debts, obligations, or liabilities of the company under Section 609, a statement to that effect, and (7) any additional matters. (Section 203(e)).
Annual report requirement: Yes, biennial report to Secretary of State. (Section 301(e)).
Publication requirement: Yes, company must publish a summary of its Articles of Organization in 2 newspapers of general circulation designated by the county clerk of the county in which the company’s office is located. The company then must file with the Department of State a Certificate of Publication, together with the affidavits of publication from the publishers of the newspapers, within 120 days of the effective date of the Articles of Organization. (Section 206(c)). Certificate of Publication filing fee is $50.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the company becomes a legal entity and the members are shielded from personal liability. In addition, the effective date may be delayed up to 60 days if so stated in the Articles of Organization. (Sections 203(d), 209).
Membership requirements: Minimum number required is one. The member may be a natural person or a business entity. (Section 203(c)).
Other: None.
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