Kloss Stenger & Gormley LLP :: Atorneys in Buffalo, NY
LLC FORMATION TERMS OF SERVICE
At the time of formation, the limited liability company must have at least one member.
New York will be the state of formation for all LLCs. New York Law requires that newly formed LLCs publish a notice of formation in two publications (one weekly and one daily). If publication is not made within 120 days, then the LLC’s right to carry on, conduct, or transact any business in the State of New York, shall be suspended by operation of law. See NY CLS LLC § 206.
The choice of publication is randomly assigned by the county clerk for the county in which the LLC is to be located. Because the cost for each publication is different, we cannot quote the cost of publication in advance, and that is why the cost is not included in our flat fee. This fee will have to be paid once the periodicals for publication have been assigned.
Limited liability companies need to have a validly executed Operating Agreement. Included with your formation is a template Operating Agreement for you to review and execute. You should have a validly executed Operating Agreement prior to conducting business.
Certain professional service companies require separate New York State approval prior to formation. Those professions include, but are not limited to, Medical, Dental, Veterinary, Engineering, Land Surveying, Architectural, and Legal Services. SeeNY CLS LLC § 1203 for additional listings. There may be additional requirements depending on the particular profession.
There are certain words that cannot be used in the name of the LLC. Upon receipt of your proposed LLC name, if it contains a prohibited word, you may be required to change the name. For a listing of prohibited words, See NY CLS 204(d)-(i).
Once the LLC has been formed, the name of the LLC must always be followed by the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC”. In order to protect the members from personal liability, it is very important that any contracts that include the LLC contain those words after the name. See NY CLS LLC § 204.
Once formed, an LLC is a separate and distinct legal entity. You should keep separate your personal finances from those of the LLC to avoid incurring personal liability for acts of the corporation (more commonly known as “piercing the corporate veil”).
Please feel free to contact us should you have any further questions.