How to Form a Limited Liability Company in New York State

New York requires a state filing for all limited liability companies.

Both small and large companies can form a limited liability company. Businesses use an LLC to avoid corporation taxes and to limit personal liability of the members in the event of a lawsuit. New York has specific state LLC filing forms and procedures for forming an LLC.

Instructions

Limited Liability Company

1. Choose a name and check for its availability with the New York State Department of State business-entity database (see References). You must end your LLC name with one of the following: Limited Liability Company, L.L.C. or LLC.

2. Access the "Articles of Organization" New York LLC filing form (see References). Fill out the form to register an LLC. You may wish to speak to a lawyer about creating a more extensive set of articles. However, the official New York forms are sufficient for a legal filing.

3. File the completed "Articles of Organization" form. As of 2010, the fee for filing an LLC is $200. You may pay by check or money order, payable to the "Department of State." You may also get a "Credit Card/Debit Card Authorization" form and pay by either mail or fax (see References). You may also personally visit the address below and pay in cash. Use the following contact information:

   NYS Department of State
   Division of Corporations
   One Commerce Plaza
   99 Washington Ave
   Albany, NY 12231
   Phone: [phone]
   Fax: [phone]
   dos.state.ny.us

4. Access the "Certificate of Publication" for an LLC (see Resources). Go to your county clerk after getting your filing confirmation and get instructions to provide an LLC filing notice in two newspapers within 120 days of the effective date of filing. The clerk will tell you what and where to publish. Obtain affidavits of publication from the two newspapers and send them and the "Certificate of Publication" to the Department of State. As of 2010, the fee is $50. Refer above to get the Department of State contact information and payment options.

Professional Service Limited Liability Company

1. Check out the list of professions at the New York State Education Department website (see References). Licensed professionals of these professions may file a professional service limited liability company (PLLC).

2. Choose a name and check for its availability with the New York State Department of State business-entity database (see References). Professional LLC entities must end the PLLC name with one of the following: Limited Liability Company, Professional Limited Liability Company, LLC, L.L.C., PLLC or P.L.L.C.

3. Access the "Articles of Organization" form for a PLLC (see References). Fill out the form. You must send the completed articles of organization to the New York State Department of Education to obtain a "Certificate of Authority." There is no fee for this certificate. Send the completed form and the license numbers of all licensed members or managers to the following address:

   New York State Department of Education
   Division of Professional Licensing Services
   Corporations Unit
   89 Washington Ave
   2nd Floor
   Albany, NY 12234

4. File the completed "Articles of Organization" form and the "Certificate of Authority." You must also order a certified copy of the articles and send it to the Department of Education at the address above. As of 2010, the fee is $10 for a certified copy. The $200 fee, Department of State filing address and payment options are the same as for an LLC (see above).

5. Access the PLLC "Certificate of Publication" form (see Resources). You must publish the filing of the PLLC in the same manner used to publish an LLC filing (see above). You must also use the same method to submit the "Certificate of Publication" to the Department of State. The fees and filing methods are the same as for an LLC (see above).

Tips & Warnings

• Applicants may also fill out an online LLC "Articles of Organization" form. Click on the "Online Applications" link from the Online Permit Assistance and Licensing home page and choose the Department of State (see Resources). Click on the "Limited Liability Company, Articles of Organization" link. Extra fees of up to $150 apply for this expedited service, as of 2010.

References

• NY State Education Department: New York State Licensed Professions
• NY State Department of State: Search the Corporate and Business Entity Database
• NY State Department of State: Articles of Organization for a Domestic LLC
• NY State Department of State: Articles of Organization for a PLLC
• NY State Department of State: Credit Card/Debit Card Authorization Form

Resources

• NY State Department of State: Certificate of Publication for Domestic LLC
• NY State Department of State: Certificate of Publication for PLLC
• NY State: Online Permit Assistance and Licensing (OPAL)