§ 203 — Formation

New York § 203

• Jurisdiction: New York
• Law LLC: Limited Liability Company Law
• Art. 2: Formation

Text

§ 203. Formation. (a) One or more persons may act as an organizer or\norganizers to form a limited liability company by (i) preparing the\narticles of organization of such limited liability company in accordance\nwith subdivision (e) of this section, (ii) executing such articles of\norganization in accordance with section two hundred seven of this\narticle and (iii) filing such articles, entitled "Articles of\norganization of... (name of limited liability company) under section two\nhundred three of the Limited Liability Company Law," in accordance with\nsection two hundred nine of this article.\n (b) An organizer may, but need not be, a member of the limited\nliability company that he or she forms.\n (c) At the time of its formation, a limited liability company must\nhave at least one member.\n (d) A limited liability company is formed at the time of the filing of\nthe initial articles of organization with the department of state or at\nany later time specified in the articles of organization, not to exceed\nsixty days from the date of such filing. The filing of the articles of\norganization shall, in the absence of actual fraud, be conclusive\nevidence of the formation of the limited liability company as of the\ntime of filing or effective date if later, except in an action or\nspecial proceeding brought by the attorney general. A limited liability\ncompany formed under this chapter shall be a separate legal entity, the\nexistence of which as a separate legal entity shall continue until the\ncancellation of the limited liability company's articles of\norganization.\n (e) The articles of organization of a limited liability company shall\nset forth:\n (1) the name of the limited liability company;\n (2) the county within this state in which the office of the limited\nliability company is to be located or if the limited liability company\nshall maintain more than one office in this state, the county in which\nthe principal office of the limited liability company is to be located;\n (3) if the limited liability company is to have a specific date of\ndissolution in addition to the events of dissolution set forth in\nsection seven hundred one of this chapter, the latest date on which the\nlimited liability company is to dissolve;\n (4) a designation of the secretary of state as agent of the limited\nliability company upon whom process against it may be served and the\npost office address within or without this state to which the secretary\nof state shall mail a copy of any process against the limited liability\ncompany served upon him or her. The limited liability company may\ninclude an email address to which the secretary of state shall email a\nnotice of the fact that process against it has been electronically\nserved upon him or her;\n (5) if the limited liability company is to have a registered agent,\nits name and address within this state and a statement that the\nregistered agent is to be the agent of the limited liability company\nupon whom process against it may be served;\n * (6) if all or specified members are to be liable in their capacity\nas members for all or specified debts, obligations or liabilities of the\nlimited liability company as authorized pursuant to section six hundred\nnine of this chapter, a statement that all or specified members are so\nliable for such debts, obligations or liabilities in their capacity as\nmembers of the limited liability company as authorized pursuant to\nsection six hundred nine of this chapter; and\n * NB Effective until January 1, 2026\n * (6) if all or specified members are to be liable in their capacity\nas members for all or specified debts, obligations or liabilities of the\nlimited liability company as authorized pursuant to section six hundred\nnine of this chapter, a statement that all or specified members are so\nliable for such debts, obligations or liabilities in their capacity as\nmembers of the limited liability company as authorized pursuant to\nsection six hundred nine of this chapter; and\n * NB Effective January 1, 2026\n * (7) any other provisions, not inconsistent with law, that the\nmembers elect to include in the articles or organization for the\nregulation of the internal affairs of the limited liability company,\nincluding, but not limited to, (A) the business purpose for which the\nlimited liability company is formed, (B) a statement of whether there\nare limitations on the authority of members or managers or a class or\nclasses thereof to bind the limited liability company and (C) any\nprovisions that are required or permitted to be included in the\noperating agreement of the limited liability company pursuant to section\nfour hundred seventeen of this chapter.\n * NB Effective until January 1, 2026\n * (7) any other provisions, not inconsistent with law, that the\nmembers elect to include in the articles of organization for the\nregulation of the internal affairs of the limited liability company,\nincluding, but not limited to, (A) the business purpose for which the\nlimited liability company is formed, (B) a statement of whether there\nare limitations on the authority of members or managers or a class or\nclasses thereof to bind the limited liability company and (C) any\nprovisions that are required or permitted to be included in the\noperating agreement of the limited liability company pursuant to section\nfour hundred seventeen of this chapter.\n * NB Effective January 1, 2026\n