Steps to Forming an LLC

1. Read http://www.dos.ny.gov/corps/llcguide.html. This is NYS’s guide to forming an LLC.

2. Think of a name for your LLC. Research online to see if this name is available.

a. The Division of Corporations is required by statute to reject for use any corporate, limited partnership, or limited liability company name that is not "distinguishable" from existing names on file. The only avenue to determine whether a name is available for a corporation, limited partnership or limited liability company is to make a name availability inquiry. The Corporation and Business Entity Database online search is intended for status inquiries of entities already on file with the Department of State. Customers are cautioned to avoid interpreting database search information as an indication that a name is or is not available for use.

b. The link to research can be followed in the prior paragraph, or at: http://www.dos.ny.gov/corps/bus_entity_search.html

c. The name of an LLC must include the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.” Second, the name of the LLC must be distinguishable from the names of other LLC’s, corporations or limited partnerships on file with the Department of State. Third, Section 204 of the Limited Liability Company Law contains a list of words and phrases that are prohibited or restricted in the name of an LLC. In addition, certain words and phrases require the consent or approval from other state agencies prior to filing the Articles of Organization with the Department of State.

d. To determine whether a proposed limited liability company name is available prior to filing the Articles of Organization with the Department of State, you may submit a name availability inquiry or reserve a name by filing an Application for Reservation of Name. Note that a finding that the name is available or the filing of an Application for Reservation of Name is not an approval of the name by the Department of State. A final determination is not made until the Articles of Organization are reviewed and filed by the Department of State. No expenditure or other commitment should be made in reliance upon the name availability inquiry or the filing of an Application for Reservation of Name.

3. Complete Articles of Organization form. This form can be found here: http://www.dos.ny.gov/forms/corporations/1336.pdf. You can type in your information onto the form, but you must print out and sign.

4. Mail the Articles of Organization form to:

New York State Department of State Division of Corporations

State Records and Uniform Commercial Code

One Commerce Plaza

99 Washington Avenue

Albany, NY 12231

5. Include with the form a check for $200 made out to the “Department of State.”

6. Adopt a written Operating Agreement:

a. The members of an LLC are required to adopt a written Operating Agreement. See Section 417 of the Limited Liability Company Law. The Operating Agreement may be entered into before, at the time of, or within 90 days after the filing of the Articles of Organization. The Operating Agreement is the primary document that establishes the rights, powers, duties, liabilities and obligations of the members between themselves and with respect to the LLC. The Operating Agreement is an internal document of the LLC and is not filed with the Department of State. The law is silent on the consequences of not adopting an Operating Agreement. The Department of State cannot provide legal advice regarding the preparation of the Operating Agreement.

b. More information can be found here: http://codes.lp.findlaw.com/nycode/LLC/4/417

c. A template of can be found here by choosing New York from the drop down menu. https://www.rocketlawyer.com/secure/interview/new.aspx?id=1375&utm_source=103&try=1&v=3&gclid=CLSb59KA27ICFUmd4AodOCwAbw#q1

7. Publish notification of formation of LLC in newspaper:

a. Section 206 of the Limited Liability Company Law requires a copy of the Articles of Organization or a notice related to the formation of most limited liability companies to be published in two newspapers for six consecutive weeks. The newspapers must be designated by the county clerk of the county in which the office of the LLC is located. The newspapers charge a fee for the publication of the notice. The information in the published notice, including the name of the LLC, must match the Department of State’s records exactly as set forth in the initial articles of organization. The printer or publisher of each newspaper will provide you with an affidavit of publication.

8. Complete a certificate of publication along with the above mentioned affidavit of publication from the newspaper to the department of state as described below. There is a $50 filing fee.

a. A Certificate of Publication, with the affidavits of publication of the newspapers annexed thereto, must be submitted to the Department of State, with a $50 filing fee. Failure to publish and file the Certificate of Publication with the Department of State within 120 days will result in the suspension of the LLC’s authority to carry on, conduct or transact business.

b. See link in the prior paragraph for the certificate of publication form or go to: http://www.dos.ny.gov/forms/corporations/1708-f-l.pdf

9. Get a federal tax ID number. https://sa2.www4.irs.gov/modiein/individual/index.jsp DO NOT PAY FOR A TAX ID #! It is free!

10. Do you need a license for your business?

a. Some business activities require licenses or permits from state or local governments, or both. For assistance in identifying whether your business requires any New York State licenses or permits, contact the Business Permits Assistance Program (http://www.cio.ny.gov/business_permit_assistance). You also may call the Business Permits Assistance Program at (518) 474-8275 or (800) 342-3464.

b. Contact the county clerk and the clerk of the city, town or village in which the business will operate with questions regarding local licenses or permits.

c. Other agencies with useful information include the New York State Department of Labor (http://www.labor.state.ny.us/) and the New York State Workers’ Compensation Board (http://www.wcb.state.ny.us/)