What happens if an LLC does not publish a notice of formation?
An LLC will be suspended if it does not comply with Section 206 of the Limited Liability Company Law.
What is the difference between a corporation and an LLC?
A corporation is owned by a number of shareholders who elect directors and officers to oversee the business affairs, as well as make major decisions on behalf of the corporation. Corporations are directed to hold annual shareholders meetings and keep updated minutes of the meetings. Such meetings consist of adopting corporate by-laws, issuing stock certificates and preparing annual reports. Decisions are made by an elected Board of Directors. In most states, one person may be a shareholder, director and an officer of the corporation. Corporations are required to file franchise tax reports and pay franchise taxes annually. Tax requirements begin on the date of filing of the Certificate of Incorporation. For more information concerning New York State tax guidelines, please contact the New York State Department of Taxation and Finance (http://www.tax.state.ny.us/), or call 1-800-225-5829.
An LLC (limited liability company) is owned by one or more members, or a class of members, with few restrictions as to who can be an owner or how many owners it may have. Unlike corporations, LLCs do not need to hold annual meetings, nor keep extensive corporate records, such as meeting minutes, etc. The ownership and LLC guidelines are contained within the company’s Operating Agreement, which should be adopted within 30 days of the filing of the Articles of Organization with the New York State Department of State. LLCs, unlike corporations, provide protection from personal responsibility for the debts and liabilities of the company, as personal assets of the members cannot be used to pay company debts. LLCs formed in the State of New York are required, pursuant to Section 206 of the NYS Limited Liability Company Law, to publish notice of formation of the Articles of Organization with two newspapers designated by the county clerk of the county in which the LLC is located, within 120 days after the filing of the initial Articles of Organization.
What is the difference between a C-corporation and an S-corporation?
A C-corporation is a standard corporation, made up of a group of shareholders known as owners. The owners of a corporation elect a Board of Directors to oversee the major business affairs of the corporation. A C-corporation is required to file a corporate tax return and pay corporate tax for all profits (and losses). Sometimes, when profits from a standard corporation are distributed as dividends to shareholders, the shareholders are required to pay tax on those dividends as personal income tax, thus, there is a possibility of a double-tax to shareholders of a standard corporation. However, the benefits to forming a C-corporation are that it may be owned by anyone (partnerships, LLCs, or other C or S-corporations), and C-corporations can have an unlimited number of shareholders, with multiple classes of stock, and may have shareholders who are not US residents.
An S-corporation is also made up of a group of shareholders known as owners. Owners who wish to file for S-corporation status must timely file a Form 2553 Application with the Internal Revenue Service (please visit the IRS website at http://www.irs.gov for filing requirements for the Form 2553). S-corporations must file corporate tax returns, however, they are not required to pay taxes at the corporate level. Instead, the S-corporation’s profits are taxed through the shareholders of the corporation’s individual tax returns, and corporate taxes are therefore, paid by the individuals instead of the corporation as a whole. There are many restrictions placed on S-corporations. For instance, it cannot be owned by other corporations, LLCs or partnerships and it may only be owned by 100 shareholders or less. Additionally, all of the owners of an S-corporation must reside within the United States, it is required to have one class of stock.
What is a professional service corporation or professional service limited liability company?
A professional service corporation or professional limited liability company is a business which falls under one of the 47 professions licensed through the New York State Department of Education. Please visit the following website to inquire about these various professions (http://www.op.nysed.gov/pcorp.htm). A business entity wishing to do business as a professional service entity must comply with the Department of Education’s requirements, including obtaining a Certificate of Authority to do business as a professional service entity prior to the filing of the Certificate of Incorporation or Articles of Organization with the Department of State. Additional filing and service fees apply in obtaining this Certificate of Authority from the Department of Education. Upon receipt of the appropriate Certificate of Authority, a professional service entity may then file the Certificate of Incorporation or Articles of Organization with the New York State Department of State. Upon its filing, a certified copy of the said Certificate or Articles from the Department of State must then be filed within 30 days with the Professional Corporations Unit at the Department of Education.
Does New York State require original signatures on formation documents?
No, the New York State Department of State will allow a conformed or faxed signature on most documents.
Where can I find more information on New York State corporate filings?
You may contact the New York State Department of State, Corporations Division, at (518) 473-2492, or by visiting their website at http://www.dos.state.ny.us.
Does my business need a Federal Tax ID Number (EIN)?
Whether you are incorporating or forming an LLC within the State of New York, your business is required to obtain a Federal Tax ID Number (or Employer Identification Number) in order to file the required business taxes with the Internal Revenue Service and New York State Department of Taxation and Finance. If you have tax questions, please direct them to the Internal Revenue Service (http://www.irs.gov/) or the New York State Department of Taxation and Finance (http://www.tax.state.ny.us/).
Does my business need a corporate kit? If so, what documents are contained in the corporate kit?
Many corporations and LLCs wish to obtain a corporate kit for their business, which is usually referred to as a “black beauty” or “corporate book.” This corporate kit is embossed with the corporation’s or LLC’s name and contains necessary labeled stock certificates, as well as a corporate seal. As corporations are required to hold annual meetings and keep minutes of these meetings, as well as annual reports and shareholder information, each kit contains dividers for these corporate documents. LLCs are not required to hold such annual meetings, but many businesses use these corporate kits to keep their business records, such as the Operating Agreement and original filing receipt, in one centralized location. It is the decision of the individual business entity to purchase a corporate kit, and it is not required.
What is a Registered Agent?
In New York State, all business entities must designate the Secretary of State as agent upon whom process against it can be served. Also, an address must be provided to the Secretary of State to which the State can forward such process. Some business entities wish to appoint a Registered Agent in New York for this purpose. Some out-of-state corporations, which apply for authority to conduct business in the State of New York, will put the name and address of their Registered Agent in their Application for Authority, thereby stating a New York address for the forwarding of process from the Secretary of State. A Registered Agent is not mandated in New York State. It is a business entity’s choice to obtain such services.
What should I do in order to publish the required notice of the formation of an LLC in New York State?
Pursuant to New York State Limited Liability Company Law Section 206, within 120 days after the filing of the initial Articles of Organization, a limited liability company must publish a notice of formation of the Articles of Organization with two newspapers, who are designated by the county clerk of the county in which the LLC is located. The notice of formation is published once a week for six consecutive weeks, and the costs of publishing vary from county to county. The publications can range from $300 to $2,500. A Certificate of Publication must be filed with the Department of State upon completion of the six-week advertisement, along with the Affidavits of Publication from each newspaper. Advantage Legal offers publication services for all of your legal advertising needs. Please contact Kristen Smith or John Paul Roman for an estimated price quote.
Is a foreign limited liability company (LLC) authorized to do business in the State of New York required to publish notice as well?
Yes. Pursuant to NYS Limited Liability Company Law Section 802(b)(i), “within one hundred twenty days after the filing of the application for authority with the department of state, a copy of the same or a notice containing the substance thereof shall be published once each week for six successive weeks, in two newspapers of the county within this state in which the office of the foreign limited liability company is located, one newspaper to be printed weekly and one newspaper to be printed daily, to be designated by the county clerk.”
What is a Certificate of Good Standing?
A Certificate of Good Standing is a document issued by the New York State Department of State setting forth that a corporation or LLC is in existence and authorized to conduct business in the State of New York and is in good standing and current with its required business filings.
What do I do if I want to make changes to a Certificate of Incorporation or Articles of Organization which have already been filed with the NYS Department of State?
A Certificate of Change may be filed with the NYS Department of State if a business entity wishes to change: (1) the county location within the State in which the office of the company is located; (2) the address which the Secretary of State shall forward copies of process accepted on the corporation’s behalf; or (3) changes to the designation or address of the corporation’s registered agent.
A Certificate of Amendment may be filed with the NYS Department of State if a business entity wishes to change the name of the business entity or substantive paragraphs contained within the original Certificate of Incorporation or Articles of Organization.
What do I do if I want my corporation or LLC to do business under another name (a d/b/a)?
A Certificate of Assumed Name may be filed with the NYS Department of State authorizing an existing business entity to do business under another name within the State of New York, as designated by each specific county indicated on the Certificate of Assumed Name. The fees for each county selected in which a corporation may conduct business under an assumed name, in addition to the standard filing fee, are as follows: Counties within New York City (Bronx, Kings, New York, Queens, Richmond counties) - $100.00 per county; all other counties $25.00. Please note that an entity may choose to conduct business under an assumed name in all 62 counties within New York State.
How do I find out more information about filings and search requests with your company?
Please feel free to place an order for the formation of a corporation or LLC by completing our online application. Or you may contact Kristen Smith at firstname.lastname@example.org, or John Paul Roman at email@example.com. You may also contact us by telephone at (631) 870-1005.
If you have questions about any of our services, or would like to place an order, please contact Rich Borgia, Coordinator of Incorporating Services, at firstname.lastname@example.org or 631.870.1005.