Limited Liability Company Filings

Application for Reservation of Name Domestic and Foreign Limited Liability Companies

An individual or an existing domestic or foreign limited liability company may reserve a limited liability company name for use at a later date by filing an Application for Reservation of Name pursuant to Section 205 of the New York State Limited Liability Company Law. The filing of an Application for Reservation of Name will reserve a name for 60 days. The filing receipt entitled “Certificate of Reservation” issued by the New York Department of State for the filing of the Application for Reservation of Name must be submitted and filed with the document to which the Application for Reservation of Name is applicable.

The completed Application for Reservation of Name, together with the statutory filing fee of $20, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

Two extensions of 60 days each are granted to applicants who submit a written request for the Extension of the Application for Reservation of Name prior to the expiration of the current reservation. The fee to extend the Application for Reservation of Name is also $20. The filing receipt entitled “Certificate of Reservation” issued by the New York Department of State for an Application for Reservation of Name must also accompany any request to extend the name reservation.


Articles of Organization Domestic Limited Liability Companies

A limited liability company may be formed by filing Articles of Organization pursuant to Section 203 of the New York State Limited Liability Company Law. The New York Department of State has prepared instructions for forming a limited liability company that have been designed to make the filing as easy as possible.

The completed Articles of Organization, together with the filing fee of $200, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Publication Domestic Limited Liability Companies

Section 206 of the New York State Limited Liability Company Law requires that within 120 days after the effectiveness of the initial articles of organization, a limited liability company (LLC) must publish in two newspapers a copy of the articles of organization or a notice related to the formation of the LLC. The newspapers must be designated by the county clerk of the county in which the office of the LLC is located, as stated in the articles of organization. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The fee for filing the Certificate of Publication is $50.


Articles of Organization Professional Service Limited Liability Companies

A professional service limited liability company may be formed by filing Articles of Organization pursuant to Section 1203 of the New York State Limited Liability Company Law. A Certificate of Good Standing from the appropriate Appellate Division or a Certificate of Authority (Form PLS709) under seal from the New York State Department of Education, Division of Professional Licensing Services, Corporations Unit, 89 Washington Avenue, 2nd Floor, Albany, NY 12234, must be submitted with the Articles of Organization.

For a listing of professional services, please see New York State Department of Education, Office of the Professions.

The completed Articles of Organization, together with the filing fee of $200, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

Section 1203 of the New York State Limited Liability Company Law requires a notice related to the formation of a professional service limited liability company (PLLC) to be published in two newspapers. The newspapers must be designated by the county clerk of the county in which the office of the PLLC is located. A Certificate of Publication, with the affidavits of publication of the newspapers annexed thereto, must be submitted to the New York Department of State, with a $50 filing fee.


Certificate of Publication Professional Service Limited Liability Companies

Section 1203 of the New York State Limited Liability Company Law requires that within 120 days after the effectiveness of the initial articles of organization, a professional service limited liability company (PLLC) must publish in two newspapers a copy of the articles of organization or a notice related to the formation of the PLLC. The newspapers must be designated by the county clerk of the county in which the office of the PLLC is located, as stated in the articles of organization. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The fee for filing the Certificate of Publication is $50.


Application for Authority Foreign Limited Liability Companies

A foreign limited liability company may apply for authority to do business in the State of New York by filing an Application for Authority pursuant to Section 802 of the New York State Limited Liability Company Law. Attached to the Application for Authority must be a Certificate of Existence from the official who files and maintains limited liability company records in the jurisdiction of the limited liability company. (Please Note: This official is generally the Secretary of State, and many jurisdictions refer to the Certificate of Existence as a Certificate of Good Standing.) The Certificate of Existence must be dated within one year.

The New York Department of State does not give opinions on what activities constitute doing business in New York State for qualification purposes. You may wish to review an Opinion of Counsel entitled "Doing Business" in New York: An Introduction to Qualification.

Section 204 of the New York State Limited Liability Company Law includes provisions relating to the use of certain words and phrases in the name of the LLC.  Generally, the name of the entity may not include a word or phrase restricted by another statute unless one has complied with the restriction. Certain words and phrases also require the consent or approval from another state agency prior to filing the document with the Division of Corporations.

The completed application, together with the filing fee of $250, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Application for Authority Foreign Professional Service Limited Liability Companies

A foreign professional service limited liability company may apply for authority to do business in the State of New York by filing an Application for Authority pursuant to Section 1306 of the New York State Limited Liability Company Law. Attached to the Application for Authority must be a Certificate of Existence from the official who files and maintains limited liability company records in the jurisdiction of the limited liability company. The Certificate of Existence must be dated within one year. (Please Note: This official is generally the Secretary of State, and many jurisdictions refer to the Certificate of Existence as a Certificate of Good Standing.)

The New York Department of State does not give opinions as to what activities constitute doing business in New York State for qualification purposes. You may wish to review a Legal Memorandum entitled "Doing Business" in New York: An Introduction to Qualification for further clarification.

In addition, a Certificate of Good Standing from the appropriate Appellate Division or a Certificate of Authority (Form PLS709) under seal from the New York State Department of Education, Division of Professional Licensing Services, Corporations Unit, 89 Washington Avenue, 2nd Floor, Albany, NY 12234, must be submitted with this certificate.

For a listing of professional services, please see New York State Department of Education, Office of the Professions.

The completed application, together with the filing fee of $200, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Publication Foreign Limited Liability Companies

Section 802 of the New York State Limited Liability Company Law requires that within 120 days after the filing of the application for authority, a foreign limited liability company (LLC) must publish in two newspapers a copy of the application for authority or a notice related to the qualification of the LLC. The newspapers must be designated by the county clerk of the county in which the office of the LLC is located, as stated in the application for authority. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The fee for filing the Certificate of Publication is $50.


Certificate of Publication Foreign Professional Service Limited Liability Companies

Section 1306 of the New York State Limited Liability Company Law requires that within 120 days after the filing of the application for authority, a foreign professional service limited liability company (PLLC) must publish in two newspapers a copy of the application for authority or a notice related to the qualification of the PLLC. The newspapers must be designated by the county clerk of the county in which the office of the PLLC is located, as stated in the application for authority. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The fee for filing the Certificate of Publication is $50.


Certificate of Amendment Domestic Limited Liability Companies

A domestic limited liability company may amend its Articles of Organization from time to time by filing a Certificate of Amendment pursuant to Section 211 of the New York State Limited Liability Company Law. The Articles of Organization may only be amended to amend or add such provisions that may be lawfully contained in the initial Articles of Organization (i.e., name change, etc.).

The completed Certificate of Amendment, together with the $60 filing fee, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Amendment Foreign Limited Liability Companies

A foreign authorized limited liability company may amend its Application for Authority from time to time by filing a Certificate of Amendment pursuant to Section 804 of the New York State Limited Liability Company Law. The Application for Authority may only be amended to amend or add such provisions that may be lawfully contained in its Application for Authority (i.e., name change, etc.).

The completed Certificate of Amendment, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change Domestic Limited Liability Companies

A domestic limited liability company may change its Articles of Organization from time to time to (1) change the name and address of its designated address for the New York Secretary of State to mail service of process, (2) change its county location or (3) make, revoke or change the designation of a registered agent by filing a Certificate of Change pursuant to Section 211-A of the New York State Limited Liability Company Law.

The completed Certificate of Change, together with the statutory fee of $30, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change Foreign Limited Liability Companies

A foreign limited liability company may change its Application for Authority from time to time to (1) change the name and address of its designated address for the New York Secretary of State to mail service of process, (2) change its county location or (3) make, revoke or change the designation of a registered agent by filing a Certificate of Change pursuant to Section 804-A of the New York State Limited Liability Company Law.

The completed Certificate of Change, together with the statutory fee of $30, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change Domestic Limited Liability Companies

The agent for service of process of a domestic limited liability company may change his or her own address on file with the New York Department of State by filing a Certificate of Change pursuant to Section 211-A of the New York State Limited Liability Company Law.

The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change Foreign Limited Liability Companies

The agent for service of process of a foreign limited liability company may change his or her own address on file with the Department of State by filing a Certificate of Change pursuant to Section 804-A of the New York State Limited Liability Company Law.

The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation of Registered Agent Domestic Limited Liability Companies

The designated registered agent of a domestic limited liability company may resign pursuant to Section 302(d) of the New York State Limited Liability Company Law. The registered agent is required to file a Certificate of Resignation of Registered Agent with the New York Department of State.

The completed Certificate of Resignation of Registered Agent, together with the statutory fee of $20, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation of Registered Agent Foreign Limited Liability Companies

The designated registered agent of a foreign limited liability company may resign pursuant to Section 302(d) of the New York State Limited Liability Company Law. The registered agent is required to file a Certificate of Resignation of Registered Agent with the New York Department of State.

The completed Certificate of Resignation of Registered Agent, together with the statutory fee of $20, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation for Receipt of Process Domestic and Foreign Limited Liability Companies

Section 301-A of the New York State Limited Liability Company Law permits the resignation of the party whose post office address has been designated by a limited liability company as its address for service of process to be forwarded. The addressee for service of process is required to provide the limited liability company with a 60-day notice after which the addressee may file a Certificate of Resignation for Receipt of Process.

The completed Certificate of Resignation for Receipt of Process, together with the statutory fee of $10, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Correction Domestic Limited Liability Companies

Any certificate or other instrument may be corrected with respect to any informality or error apparent on the face, incorrect statement or defect in the execution, including the deletion of any matter not permitted to be stated by filing a Certificate of Correction pursuant to Section 212 of the New York State Limited Liability Company Law.

The completed Certificate of Correction, together with the statutory fee of $60, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Correction Foreign Limited Liability Companies

Any certificate or other instrument may be corrected with respect to any informality or error apparent on the face, incorrect statement or defect in the execution, including the deletion of any matter not permitted to be stated by filing a Certificate of Correction pursuant to Section 212 of the New York State Limited Liability Company Law.

The completed Certificate of Correction, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Articles of Dissolution Domestic Limited Liability Companies

Within 90 days following the dissolution and the commencement of winding up the limited liability company, or at any other time that there are no members, a domestic limited liability company shall file articles of dissolution pursuant to Section 705 of the New York State Limited Liability Company Law.

The completed articles of dissolution, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Surrender of Authority Foreign Limited Liability Companies

A foreign authorized limited liability company (which will remain in existence in its home state) may surrender its authority to conduct business in New York State. The authority of the foreign limited liability company shall terminate upon the filing of a Certificate of Surrender of Authority pursuant to Section 806 of the New York State Limited Liability Company Law.

The completed Certificate of Surrender of Authority, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Termination of Existence Foreign Limited Liability Companies

A foreign authorized limited liability company that has been dissolved, merged out of existence or had its authority to conduct its business terminated or canceled in its jurisdiction of organization, shall file a Certificate of Termination of Existence with the New York Department of State. A certificate, which includes a termination statement, under seal of the Secretary of State or equivalent official of the limited liability company's jurisdiction, must be submitted. Please note a certified copy of the filing is not acceptable. Please see Section 807 of the New York State Limited Liability Company Law.

The Certificate of Termination of Existence must be enclosed in a white cover sheet that sets forth the title of the document being submitted and the name and address of the individual to whom the receipt for the filing of the document should be mailed.

The termination statement, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificates of Conversion Domestic Limited Liability Companies

A domestic partnership or limited partnership may be converted into a limited liability company by filing a Certificate of Conversion pursuant to Section 1006 of the New York State Limited Liability Company Law.

The completed Certificate of Conversion, together with the statutory fee of $200, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificates of Merger Domestic and Foreign Limited Liability Companies

Section 1003 of the New York State Limited Liability Company Law permits the merger or consolidation of limited liability companies with other limited liability companies and/or other business entities.

As defined by Section 1001 of the New York State Limited Liability Company Law, "merger" means a procedure in which two or more limited liability companies or other business entities merge into a single limited liability company or other business entity that shall be one of the constituent limited liability companies or other business entities.

As defined by Section 1001 of the New York State Limited Liability Company Law, "consolidation" means a procedure in which two or more limited liability companies or other business entities consolidate into a single limited liability company or other business entity that shall be a new limited liability company or other business entity to be formed pursuant to the consolidation.

The completed Certificate of Merger, together with the filing fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Assumed Name Domestic and Foreign Limited Liability Companies

Domestic and foreign limited liability companies are required by Section 204(c) of the New York State Limited Liability Company Law to conduct their activities under their true legal name in New York State unless it complies with the requirements of Section 130 of the New York State General Business Law. The New York Department of State has prepared a brochure to make the filing of a Certificate of Assumed Name as easy as possible. The brochure includes the form for filing the Certificate of Assumed Name, fee information, instructions for filing, and general information.

The completed Certificate of Assumed Name, together with the statutory fee of $25, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Amendment of Certificate of Assumed Name Domestic and Foreign Limited Liability Companies

A Certificate of Assumed Name may be amended by filing a Certificate of Amendment of Certificate of Assumed Name pursuant to Section 130 New York State General Business Law. The Certificate of Assumed Name may be amended to reflect a change in the true name of the entity, amend the assumed name, change the principal place of business, add or delete counties in which business is conducted under the assumed name, and add or delete the address(es) of specific business location(s).

The completed Certificate of Amendment of Certificate of Assumed Name, together with the statutory fee of $25, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Discontinuance of Assumed Name Domestic and Foreign Limited Liability Companies

If the business for which the Certificate of Assumed Name was filed is discontinued or is no longer required, a Certificate of Discontinuance of Assumed Name may be filed with the New York Secretary of State pursuant to Section 130 of the New York State General Business Law.

The completed Certificate of Discontinuance of Assumed Name, together with the statutory fee of $25 should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.