Are there requirements I must follow when choosing a name for my corporation or LLC?

Yes. Each state has different requirements (we can guide you through the specifics for your state), but generally speaking, your name must be different than all others on file in the state in which you wish to incorporate. Additionally, your name generally cannot contain certain words that suggest an association or affiliation with the federal government, and must end with a corporate designator (i.e. “Corporation”, “Inc.”, “Ltd.”, etc.)

I am forming an LLC in New York. Why do I need your services?

New York State is one of a handful of states that requires LLCs (and certain other corporate entities) to publish an announcement of their formation in the county of their principal business location. The specific publishing requirements are complex, and failure to comply to the letter could prevent you from doing business in New York. Attention to detail and a thorough knowledge of the law are essential for success.

What does New York’s LLC publication process involve?

In New York, you must publish a notice of formation in two newspapers – a daily and a weekly – in the county of your principal business location. Each notice must run for six weeks in newspapers approved by the county clerk for this purpose. When the six weeks are complete, the newspapers send you Affidavits of Publication, which are then forwarded with the Certificate of Publication to the Office of the Secretary of State for filing. The entire process must be completed within 120 days from the date of formation. Notably, Windsor Publishing completes the process within 10 weeks of receiving your work – guaranteed.

I want to form a Corporation in Delaware. What paperwork is required by the Delaware Secretary of State?

The Delaware Secretary of State requires anyone forming a corporation in Delaware to file a Certificate of Incorporation, which includes information on the corporation’s name and address, name of incorporator, number of shares the corporation is authorized to issue, name of registered agent, etc. You are not required to file corporate bylaws with the Secretary of State, although we highly recommend you create bylaws and keep them on file in your primary place of business.

I am forming an LLC in Texas, and I was told I needed to file a Certificate of Formation. What is involved in that process?

Texas requires anyone forming an LLC in that state to file a Certificate of Formation with the Texas Secretary of State. This document includes the LLC’s name; certain details on the LLC’s management; and information about the LLC’s registered agent, governing person(s) and organizer, among other things. We can handle the filing and submittal process for you in a timely and cost-efficient manner.

When forming a corporation in California, how do I make sure my corporation’s name is acceptable, and how do I reserve it?

California offers free preliminary availability checks for new corporation names. To take advantage of this, you must complete a Name Availability Inquiry and mail it into the California Secretary of State’s office. We can assist with name availability searches and performing the inquiry on your behalf. Notably, California allows you to reserve a new corporation name for up to 60 days. Again, we can handle this process for you as it can become a rather involved process.

Why Should a Start-up Business Become an LLC in NYC?

21 Tuesday, December, 2022

Starting a business is challenging in many ways. Whether handling small yet essential details or developing the big picture for a business plan, there are numerous tasks before getting underway.

Planning and developing a limited liability company, or LLC, is one of the more critical aspects of opening a business. This legal procedure can take time to organize but will offer valuable rewards and protection for you and your business. Let’s learn why it’s wise to open an LLC in NY when launching a start-up.

What is an LLC?

When considering a small business start-up in New York, it’s wise to form an LLC. A limited liability business structure separates the owners’ personal assets from their business interests.

For instance, if a company has legal issues and is being sued, the LLC protects the owner(s) from being impacted or their assets being threatened. This separation can be critical to keeping small businesses viable in NY and around the country.

What Are the Requirements for an LLC in NYC?

Forming an LLC may take a little work on the front end, but it will take care of itself once in place. The legal filings won’t take too long and will help to finalize the opening of the new business.

1. Decide On a Memorable Name

First and foremost, select a unique name for your company. You don’t want to be confused with another business, and you don’t want any legal hassles over copyright infringement or trademarked names.

You can search the NY Division of Corporation’s database to ensure your idea isn’t already taken. Also, remember that the name must include “LLC” in the title, most often as a suffix to the primary business name. (Ex. Green Thumb Lumber, LLC)

2. Articles of the Organization are Finalized and Signed

This document is a formal proposal for the LLC to be recognized by the state. It lists the person or persons forming the LLC, its official name, the physical address of the filing member, as well as other contact information like a phone number or email address. There is a $200 filing fee in NY.

One benefit of starting an LLC in NY: A New York Registered Agent for service of process is not required as the Secretary of State handles this duty. An LLC can also appoint a person to serve in this position.

3. Articles of the Organization are Filed with the State

The paperwork can be submitted for review via mail, online, or in person at the Division of Corporations in Albany. You’ll also need to purchase a certificate of existence for the LLC, which further proves the company’s organizational status.

4. A Business Operating Agreement is Created

Within 90 days of filing for the LLC, all company members need to formally agree upon the liabilities, obligations, rights, powers, duties, and any other parameters or designations for all company members.

In essence, the business structure is clearly defined and gives each member a clear understanding of their status and responsibilities. Each member should have a finalized copy of the agreement.

5. Publication Requirements Are Met

In many states, including New York, a new LLC must announce its opening in public newspapers. Considered a publication of the intent to do business, NY requires a new LLC to publish notice of its formation in two newspapers distributed in the county of the business’s registered office. Additionally, the notices must run for six consecutive weeks.

6. An Employer Identification Number is Issued

An EIN is required for the LLC if there’s more than one member. The IRS is responsible for distributing the numbers, and you can find out how to apply for one here.

Why Choose to Open an LLC in NY if You Have a Start-up?

There are many reasons to form an LLC for a startup, whether two partners or an office of 30. New York has offered a simple process to encourage small business formation and growth.

Easy Set Up

As we detailed earlier, each LLC must follow a similar process before officially becoming registered. Once these steps are complete and paperwork submitted to the state, the LLC requires little more than to stay in good standing as a business.

Opening up a business bank account during the setup process helps establish a financial starting point for the business and assists the company in using its EIN, if applicable. Most banks will be able to set up an account in less than an hour, too.

Pass-Through Tax

For most corporate tax structuring, the business and the individual shareholders are taxed on their earnings. This can be a difficult financial situation for a small business that has incorporated.

With an LLC, though, the tax burden passes through the business and is only paid by the individual or named partners of the company. Since a small business is usually the primary business and source of income for the proprietors, it’s deemed unnecessary to double-tax an LLC.

Personal Protection

One of the biggest reasons for forming an LLC is the ability to separate the individual from the business entity. Maintaining a dividing line between business and personal assets is essential for the LLC and the individual or partners.

As a small business, it’s possible to encounter financial or legal battles in which the company finds itself on the losing end. With an LLC, the business can be sued or asked to pay for damages or repairs, but the personal assets of the business owner(s) can’t be impacted. This way, if the business fails, the owners aren’t left entirely destitute and at the mercy of the state.

Business Identity

Another reason to open an LLC in NY is to help legally establish a business name, reputation, and brand. By developing an LLC, businesses can trademark their names and proprietary goods and open lines of credit through the company.

An LLC also lets potential investors know that the business is legitimate and worth supporting. Especially in a city with so much competition, developing a robust business model and organizational structure is necessary to stand apart as a startup. Opening an LLC helps to define a business’ professional approach and demeanor.

Fewer Rules and Regulations

As opposed to a corporate business entity, an LLC has fewer restrictions on the number of partners or members. This kind of flexibility allows for more effortless profit-sharing measures.

LLCs aren’t required to draft a Board of Directors, keep minutes of meetings, or assign Corporate Officer roles. Corporate rules and regulations can benefit more giant corporations but may seem stifling to a small business. The relaxed nature of an LLC is more conducive to a small business just getting its feet wet.

Professional Business Services

Developing an LLC is a monumental step for many small businesses, as it signals the beginning of a serious endeavor with defined intentions. But handling the paperwork and filings can be confusing at times.

Fortunately, the professionals at Windsor Law are experts at forming LLCs, deciphering corporate paperwork and tax structuring, or offering consultant services for businesses throughout New York and the surrounding areas.

Give us a call at 518-475-9285 or contact us through our website for more information about the services we can provide.

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