Law Office of Jason D Jones, P.C.

FAQs - Business Formation and Dissolution

FAQs - Business Formation and Dissolution

What is an LLC?

  • An LLC is a limited liability company.  An LLC is a hybrid between a corporation and a partnership.  It is oftentimes used for small business because it provides the member with limited liability up to the amount of the member's investment with the pass through tax structure of a partnership, thereby avoiding double taxation that occurs with corporations.

How do I form an LLC in New York?

  • One forms an LLC in New York by filing Articles of Organization with the Department of State.  LLC members are required to adopt an Operating Agreement which governs how the LLC will operate either before, at the time or within 90 days after the filing of the Articles of Organization.  In addition, a copy of the Articles of Organization must be published in two newspapers for six consecutive weeks and the newspapers must be designated by the county clerk of the county where the LLC is located.  LLC names must include "LLC" or "Limited Liability Company" and it is important to check with the Department of State beforehand to ensure that the name is available.

What are the additional items required for an LLC in New York? 

  • In addition to filing the Articles of Organization and satisfying publication requirements, LLC members must execute an Operating Agreement that sets forth each member's respective interest, rights and duties in the LLC.  The Operating Agreement is a private document.  The members should also adopt By-Laws for the LLC. 

May I transfer LLC interests to a Will or a Trust?

  • Provided that the Operating Agreement so allows, a member may transfer his or her LLC membership interests to a Will or Trust.  

How do I dissolve an LLC in New York?

  • One files a Certificate of Dissolution for the LLC with the New York Secretary of State.  All taxes must be paid before the Certificate is issued.