New York's Limited Liability Companies Law

Many parties that own small businesses in New York operate as sole proprietors or partnerships. While there are benefits to doing so, the owners generally can be held personally liable for any judgments against the business. Fortunately, business entities like limited liability companies (LLCs) can help insulate business owners from responsibility for debts and civil claims while allowing them to maintain many of the advantages of a partnership or sole proprietorship. As such, if you are a small business owner, it is wise for you to consider forming an LLC to shield you from liability. The seasoned New York business attorneys of The Linden Law Group, P.C., are well-versed in the requirements imposed by New York’s LLC law, and we have ample experience helping parties organize LLCs and other business organizations. If you engage our services, we will advise you of your options and assist you in taking the measures necessary to protect your interests.

Under New York Law, businesses can adopt many forms, including LLCs. A party that wishes to form an LLC must comply with the New York Limited Liability Company Law (NY LLC Law) which sets forth the requirements for forming, naming, and operating LLCs.

To form an LLC, a person or people acting as an organizer must prepare, execute, and file the LLC’s Articles of Organization in accordance with the NY LLC Law. The organizer may be a member of the LLC, but they do not have to be. LLCs must have at least one member, however. The LLC will be formed when the Articles of Organization are filed with the Department of State or at a later date set forth in the Articles, as long as it is not more than sixty days from the date of filing. The filing of Articles of Organization is generally considered conclusive evidence of the formation of an LLC, absent actual fraud. Pursuant to the NY LLC Law, LLCs are considered separate legal entities that continue until their Articles of Organization are canceled.

The NY LLC Law also dictates what the Articles of Organization must include. Specifically, they must set forth the LLC’s name, the county in which the LLC’s principal office is located, and if the LLC has a specific date of dissolution, must include the date. The Articles must also designate the Secretary of State as the agent of the LLC upon which legal process against the LLC may be served and provide post office and email addresses to which the Secretary of State can mail or email a copy of the process to the LLC. If the LLC has a registered agent upon whom process against the LLC may be served, their name and address must be included as well. Finally, if any or all of the LLC members will be liable for the debts, liabilities, or obligations of the LLC, that must also be indicated.

The NY LLC Law further demands that LLC members must adopt a written Operating Agreement explaining the LLC’s business, the conduct of its affairs, and the powers, preferences, rights, limitations, and responsibilities of its members, agents, managers, or employees. The Agreement can also limit or eliminate the LLC manager’s personal liability to the LLC or its members for any breach of duty, with certain limitations. The Operating Agreement must be entered into within ninety days of the filing of the Articles of Incorporation.

LLCs offer businesses the flexibility of operating as individuals or partners along with the protection of a corporation, and it is often beneficial for business owners to create LLCs to safeguard their rights. If you are a business owner and have questions about whether you should form an LLC or another business entity, it is smart to speak to an attorney as soon as possible. The knowledgeable business attorneys of the Linden Law Group, P. C., are adept at helping business owners complete the steps necessary to limit their exposure, and if you hire us, we can guide you through the process of creating a limited liability company in compliance with New York’s LLC law. We have offices in Manhattan and Long Island, and we assist people with business matters in Manhattan, Queens, the Bronx, Brooklyn, and Staten Island, as well as in Nassau and Suffolk Counties. You can contact us at (212) 537-6612 or through our online form to set up a consultation.