New York · How do I start a business? · state model checked by Claude · quality 1.00
Generated by lexflow from the state statutes (open-us-law, government publisher text) and checked by Claude: every quoted phrase was matched word for word against the statute text, and the process passed the BPMN/DMN schemas, bpmnlint and a Petri-net soundness check. Information, not legal advice.
Governing law: N.Y. LLC Law § 203 — Formation
Decision table (DMN), hit policy FIRST.
| Articles state the company's name (§ 203(e)(1)) | Articles state the county where the office is located (§ 203(e)(2)) | Articles designate the secretary of state as agent for process, with a mailing address (§ 203(e)(4)) | Filing fee paid | Articles signed by an organizer per § 207 (§ 203(a)(ii), § 209) | → Articles accepted for filing | Source |
|---|---|---|---|---|---|---|
| false | - | - | - | - | false | § 203(e)(1) |
| - | false | - | - | - | false | § 203(e)(2) |
| - | - | false | - | - | false | § 203(e)(4) |
| - | - | - | false | - | false | § 209 |
| - | - | - | - | false | false | § 209 |
| true | true | true | true | true | true | § 209 |
Decision table (DMN), hit policy FIRST.
| Organized for a nonprofit or charitable purpose | Owners render a licensed professional service | Number of owners | Owners want protection from the business's debts | Plans to sell shares to outside investors | Some co-owners will be passive investors only | → Business structure | → What is filed, and where | → State filing fee | Source |
|---|---|---|---|---|---|---|---|---|---|
| true | - | - | - | - | - | Not-for-profit corporation | Certificate of incorporation under section 402 of the Not-for-Profit Corporation Law, signed by each incorporator and delivered to the Department of State | $75 (N-PCL § 104-A(e)) | § 402(a) |
| false | true | - | true | - | - | Professional service corporation (Business Corporation Law Article 15) or professional service limited liability company (LLC Law Article 12); a partnership without limited partners whose partners are professionals may instead register as a registered limited liability partnership (Partnership Law § 121-1500). PC: organized by individuals licensed to render the same professional service, with licensing-authority certificates attached for every proposed shareholder, director and officer (BCL § 1503(a)-(b)). PLLC and LLP: members or partners must be professionals, at least one authorized to practise in New York, but every member or partner must be licensed in listed professions such as medicine, dentistry and engineering (LLC Law § 1203(a), Partnership Law § 121-1500(a)(I), (q)); PLLC articles attach licensing-authority certificates for its individual members and managers (LLC Law § 1203(b)) | Certificate of incorporation (PC) or articles of organization (PLLC) delivered to the Department of State, then a certified copy filed with the licensing authority within 30 days (BCL § 1503(c), LLC Law § 1203(c)(1)); an LLP files a registration with the Department of State. A PLLC and an LLP must also publish notice for six weeks and file proof of publication within 120 days (LLC Law § 1203(c)(2), Partnership Law § 121-1500(a)(II)) | PC: $125 (BCL § 104-A(q)); PLLC: $200 for the articles (LLC Law § 1101(f)) plus $50 for the certificate of publication (§ 1101(s)); LLP: $200 registration (Partnership Law § 121-1500(c)) plus $50 for the proof of publication | § 1503(a) |
| false | - | - | true | true | - | Business corporation | Certificate of incorporation under section 402 of the Business Corporation Law, signed by each incorporator and delivered to the Department of State | $125 (BCL § 104-A(d)) | § 402(a) |
| false | - | >= 2 | true | - | true | Limited partnership (one or more general partners run it; passive investors join as limited partners) | Partnership agreement among the general partners, and a certificate of limited partnership filed with the Department of State; then notice published for six weeks and a certificate of publication filed within 120 days (Partnership Law § 121-201(c)) | $200 (Partnership Law § 121-1300(e)) plus $50 for the certificate of publication (§ 121-1300(f)) | § 121-201(a) |
| false | - | - | true | - | - | Limited liability company | Articles of organization filed with the Department of State; then notice published once a week for six weeks in two newspapers designated by the county clerk, and a certificate of publication filed within 120 days (LLC Law § 206) | $200 (LLC Law § 1101(f)) plus $50 for the certificate of publication (§ 1101(s)); newspaper charges are extra and not set by statute | § 203(a) |
| false | - | 1 | false | - | - | Sole proprietorship | No formation filing; a certificate must be filed in the office of the clerk of each county where the business is conducted before trading under any name other than the owner's real name (Gen. Bus. Law § 130(1)(a)) | None to form; the county clerk's fee for the certificate is set by CPLR § 8021(b)(2) (not printed here) | § 130(1)(a) |
| false | - | >= 2 | false | - | - | General partnership | No formation filing: two or more persons carrying on as co-owners a business for profit are a partnership. Every partnership, whatever its name, must file a certificate naming all partners, with their residence addresses, in the office of the clerk of each county where it does business, executed and acknowledged by all partners (Gen. Bus. Law § 130(1)(a)); law partnerships and firms holding a certificate of continued use of firm name are exempt (§ 130(7)). A partnership of licensed professionals without limited partners may instead register as a registered limited liability partnership with the Department of State (Partnership Law § 121-1500) | None to form; the county clerk's fee is set by CPLR § 8021(b)(2) (not printed here); $200 for an optional LLP registration (Partnership Law § 121-1500(c)) plus $50 for its proof of publication | § 10(1) |