D. LLC - Formation

Question 1

What is required for the formation of an LLC?*

Answer 1

1) File Articles of Organisation w/ SoS including;
- Company name (Limited Liability Company/L.L.C./LLC)
- Office county
- Designation of SoS as agent
- Designation of registered agent (if desired)

2) At least one Member

3) Publish Certificate of Registration/Notice containing substance of Certificate
- Once a week for 6 weeks in a row
- At least 2 newspapers of county in which LLC office is located
- 1 printed weekly; 1 printed daily
- To be designated by County Clerk

4) File Proof of Publication w/ SoS
- Within 120 days after LLC is formed
- OTHERWISE suspension of LLC’s business in NY
- BUT NOT limit/impair validity of LLC’s contracts/acts/defences
- BUT NOT impose liability on Partners for LLC’s contractual obligations/liabilities

5) Create Operating Agreement
- Before/At time of/Within 90 days of filing LLC’s Articles of Organisation
- Operation of LLC’s business
- Conduct of LLC’s affairs
- Powers of LLC’s members/managers (if appointed)