Articles of Organization
(NY LLC)

Summary

This articles of organization template may be adopted by a New York limited liability company (LLC) as its formation document and filed with the New York Department of State, Division of Corporations, Organizations and UCC (NY DOS) to organize the LLC. This template includes practical guidance, drafting notes, and optional clauses. This template contains the information required by the New York Limited Liability Company Law for articles of organization. It also includes optional clauses that, while not required to organize a valid LLC in New York, are often included in a New York LLC's articles of organization. This template should not be used for a New York Professional Limited Liability Company. Pursuant to N.Y. Ltd. Liab. Co. Law § 203, the articles of organization must include: • The name of the LLC • The county within New York state in which the office of the LLC will be located or, if the LLC will maintain more than one office in the state, the county in which the principal office will be located • The duration of the LLC, if not perpetual • Designation of New York Secretary of State as agent for service of process and the post office address to which the secretary of state shall mail a copy of any process against the LLC served upon him or her • If the LLC will have a registered agent, its name and address within New York and a statement that the registered agent is the agent of the LLC upon whom process against it may be served • If all or any members of the LLC are to be liable in their capacity as members for all or any of its debts or other obligations, a statement to that effect • If the limited liability company will or may be managed by a manager or managers or a class or classes of managers, a provision to that effect The articles of organization may also include any other provision, not inconsistent with law including: • The business purpose for which the LLC is formed • A statement of whether there are limitations on the authority of members or managers or a class or classes thereof to bind the LLC • Any provisions that are required or permitted to be included in the operating agreement of the LLC pursuant to N.Y. Ltd. Liab. Co. Law § 417 See N.Y. Ltd. Liab. Co. Law § 203(e)(7). In New York, an LLC may file its articles of organization by mail, by facsimile, in-person, or through the NY DOS's electronic filing system. If submitting by any manner other than online, the articles must be prepared with black ink. For filing information see the NY DOS website. Within 120 days after the filing of articles of organization, a copy of the articles or a notice containing the substance thereof must be published once a week for six successive weeks in two newspapers of the county in which the LLC's office is located. One must be published weekly and one published daily with newspapers that satisfy publication requirements designated by the relevant county clerk. A certificate of publication, with affidavits of publication from the publishing newspapers attached, must be filed with the NY DOS. See N.Y. Ltd. Liab. Co. Law § 206. For a template affidavit see Affidavit of Publication (NY LLC). For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For further guidance see Formation and Qualification (NY LLC).