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Limited Liability Company (Domestic) Articles of Organization (DOS 1336)

This document is required to form a limited liability company.

AVERAGE PROCESSING TIME

7 Business Days

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Overview

A limited liability company (“LLC”) is an unincorporated business organization of one or more persons who generally have limited liability for the contractual obligations and other liabilities of the business. The Limited Liability Company Law governs the formation and operation of an LLC. An LLC may organize for any lawful business purpose or purposes. The LLC is a hybrid business entity form that combines corporation-style limited liability with partnership-style flexibility. The flexible management structure allows owners to shape the LLC to meet the needs of the business. The owners of an LLC are “members” rather than shareholders or partners. A member may be an individual, a corporation, a partnership, another limited liability company or any other legal entity.

STEPS IN FILING ARTICLES OF ORGANIZATION:

Organizers form an LLC, by filing the Articles of Organization (pursuant to Section 203 of the Limited Liability Company Law, with the Department of State). Organizers prepare, sign and file the Articles of Organization that creates the LLC. Any person or business entity may be an organizer. Organizers may be, but need not be, a member of the LLC formed.

Availability of Name: (optional) In order to assure that the name of the limited liability company is not already in use by an existing limited liability company, corporation or limited partnership, you may request a name search. The request must be in writing to the Department of State. The search fee for each name submitted is $5.00.

Reservation of Name: (optional) If the name is available, you may reserve it while finalizing your business plans. To reserve the name for 60 days, file "Application for Reservation of Name." The Department of State will send you a Certificate of Reservation. Attach the Certificate of Reservation to your Articles of Organization when filing. The fee for reservation of name is $20.00.

How to Apply

Paper forms can be found on the New York State Department of State's website.

1. You may apply online.
2. Sign in or create a NY.gov account.
3. After you apply, log in to check your application status.


Apply Online as an owner Apply Online on behalf of another person

WHAT YOU NEED TO APPLY:

• Business information (legal name, address, etc.)
• Fee ($200)

Form(s)

Required Fees

TYPE REFUNDABLE AMOUNT COMMENTS
Articles of OrganizationNo$200
Certificate of PublicationNo$50

Optional Fees

Payment Options:

Fee payments include: personal check made payable to the NYS Department of State, postal money order or credit card (MasterCard Visa and American Express).

Duration & Processing


Expedited Handling Services: (optional) The NYS Department of State's Division of Corporations offers an expedited processing of time-sensitive documents. For an additional fee, DOS will ensure a filing is processed within the following time frames for the additional fee indicated; $25.00 per document for processing within 24 hours, $75.00 per document for processing within the same day, or $150.00 per document for processing within 2 hours. Expedited handling fees must be paid by a separate check to the NYS Department of State. Please note on the envelope and cover letter "Attention: Expedited Handling." Expedited handing fees are not required for online filing.

Additional Info

1. The NYS Department of State, Division of Corporations has prepared an Articles of Organization form that you can download from their website. You may also draft your own form pursuant to Section 203 of the NYS Limited Liability Company Law or purchase a form from a legal stationery store in New York.

2. Limited liability companies, formed in New York, must within 120 days after the effectiveness of the initial articles of organization, publish a notice in two newspapers of the county in which the office of the limited liability company is located once a week for six consecutive weeks. The county clerk, of the county in which the office of the limited liability company is located, designates the newspapers for publication. One newspaper must be printed daily and the other printed weekly. Proof of publication (Certificate of Publication with the Affidavits of Publication of the newspapers) must be submitted to the NYS Department of State for filing. The Department of State filing fee is $50. Failure to comply with the publication requirement will result in the suspension of the LLC’s authority to carry on, conduct or transact business in New York.

3. Theatrical production companies with the words “limited liability company” in their names are exempt from the publication requirements. For detailed information on the newspaper publication requirements see Section 206 of the Limited Liability Company Law.

4. Limited liability companies are required to file a Biennial Statement every two years with the NYS Department of State. Online filing is available on the Department of State’s website. The filing fee is $9. Entities who wish to receive a notice when the Biennial Statement is due for filing must provide an email address at the Department of State’s Email Address Submission/Update Service.

5. Limited liability companies are required by statute to conduct activities under their true legal of “real” name. If a limited liability company wishes to conduct activities under a name other than its true legal name, a certificate of assumed name must be filed with the NYS Department of State. The filing fee for a Certificate of Assumed Name is $25.

6. You may form a limited liability company online on the Department of State's website. The acceptable methods of payment are MasterCard, Visa and American Express. Immediately upon filing, you will receive an email filing acknowledgement with your filing receipt attached in PDF format. Additionally, you will have the option of requesting additional services, such as a plain copy, certified copy or certificate of existence. These documents will be attached as a PDF document to the filing acknowledgement. There are no additional expedited handling fees charged for filing online or for additional services.

7. The NYS Department of State recommends that legal documents be prepared under the guidance of an attorney.

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