Simple Steps For Avoiding Mistakes With NY LLC Formation

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By Beryl Dalton


For New York entrepreneurs, the idea of establishing any new business as a limited liability company is often the most logical choice. By now, the benefits of such a business structure are well-known. NY LLC formation does have some very specific requirements, however, so new owners should make sure they're aware of exactly what they need to do to ensure that they fully comply with all of the rules.

The process usually begins with the name. Each new name must be submitted to the state's Division of Corporations, and must be wholly distinguishable from all existing businesses on file. To help with that process, the state maintains an online database of names that each owner can use to check availability. In addition, every business of this type must have a name that includes the words "limited liability company" or one of the two abbreviated forms: "LLC" or "L. L. C."

Next, Articles of Organization must be drawn up. This document lists all of the basic information about the new company, including things like its full name, mailing address and various other contact information, and the county in New York in which the business is located. The entire Articles are then submitted to the Division, along with the appropriate filing fee. This can be done by mail or on the Division's website.

Unlike some other states, New York requires that these businesses appoint the State as their official Registered Agent to receive all official summons. Business owners are then notified by State officials in the event that a lawsuit or other summons is received.

Entrepreneurs must also create an Operating Agreement. This document lists all of the members of the company, as well as their powers, obligations, duties, and extent of liability. While it does not have to be officially filed with the State, the Agreement is used for the next step of this business formation process.

The easiest way to get the requisite Certificate of Publication is to have the Operating Agreement published in two newspapers. For companies that don't choose that option, there is a second way that involves the publication of a notice that announces the company's creation. Either method results in the newspapers providing the company with the Certificate required for filing with the State.

Company owners are required by law to obtain an EIN (Employer Identification Number) for tax purposes if the business entity has more than one member. If not, the owner can choose to operate as a sole proprietorship. In many instances, various permits and licenses should also be obtained to ensure that the business is operating within the bounds of state law. Foreign companies also need to file additional documentation to operate in New York, and should consult with the Division to learn about their obligations for such filings.

Doing business as an LLC in New York can be a truly rewarding experience for any entrepreneur who has the desire to succeed. As with any business filing, however, it is all too easy to miss the critical details required for commercial activity in any given area. By paying attention to these critical areas of business formation, any new owner should be able to more easily navigate the complexities of establishing this type of new enterprise.




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