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How do I craft business organization documents?

On Behalf of | Oct 17, 2024 | Business Formation & Planning

Starting a business in New York requires careful planning and the preparation of key legal documents. Depending on the type of entity you are forming, whether it is a limited liability company, limited partnership, corporation, etc., there are different rules for how to create the entity and keep it legally compliant.

Forming an LLC

To start an LLC in our state, you must file articles of organization with the New York Department of State. This document needs to include your LLC’s entity name, address (i.e., the physical address, mailing address, etc.) and your registered agent’s information (i.e., name and mailing address).

The person who acts as your entity’s registered agent receives legal correspondence on your business’s behalf. While you do not have to have a separate registered agent, many companies choose to have one to ensure that they receive legal documents.

An additional task under New York law is the publication requirement. Business entities must publish a notice of an LLC’s formation in two local newspapers for six consecutive weeks. After this, you will need to submit an affidavit of publication to the state.

Section 417 of the Limited Liability Company Law requires the formal adoption of a written LLC Operating Agreement within 90 days after the filing. You don’t have to file this document with the state.

Setting up an LP

If you are forming an LP, the primary legal document is the certificate of limited partnership. This is also filed with the Department of State. This certificate outlines the LP’s business entity name, the general partner’s details and the business’s principal office address.

If drafted at the time of filing the certificate, the partnership agreement should also be filed contemporaneously. Even when not required, it is essential to draft a partnership agreement to define the roles and responsibilities of the partners to ensure clear guidance on how the business will operate. Plus, this will ensure there is no overlap between the LPs and GPs.

Corporations

For a corporation, file a certificate of incorporation. This document states the corporation’s entity name, purpose, the number of authorized shares and the names of the incorporators. Additionally, New York corporations must adopt bylaws. These are gathered in a a crucial internal document that governs how the business will be managed.

Best practices

Make sure that your business name complies with New York’s naming rules and is not already in use. Finally, maintain proper records. Keeping accurate and up-to-date records is essential for maintaining good legal standing. The process of crafting business organization documents can be complex, but by planning ahead, you will set up a solid business foundation.

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