2023 New York Laws › LLC - Limited Liability Company Law › Article 2 - Formation › 203 - Formation.

§  203.  Formation. (a) One or more persons may act as an organizer or
organizers to form a limited liability  company  by  (i)  preparing  the
articles of organization of such limited liability company in accordance
with  subdivision  (e)  of this section, (ii) executing such articles of
organization in accordance  with  section  two  hundred  seven  of  this
article   and   (iii)   filing  such  articles,  entitled  "Articles  of
organization of... (name of limited liability company) under section two
hundred three of the Limited Liability Company Law," in accordance  with
section two hundred nine of this article.
(b)  An  organizer  may,  but  need  not  be,  a member of the limited
liability company that he or she forms.
(c) At the time of its formation, a  limited  liability  company  must
have at least one member.
(d) A limited liability company is formed at the time of the filing of
the  initial articles of organization with the department of state or at
any later time specified in the articles of organization, not to  exceed
sixty  days  from the date of such filing. The filing of the articles of
organization shall, in  the  absence  of  actual  fraud,  be  conclusive
evidence  of  the  formation  of the limited liability company as of the
time of filing or effective date  if  later,  except  in  an  action  or
special  proceeding brought by the attorney general. A limited liability
company formed under this chapter shall be a separate legal entity,  the
existence  of  which as a separate legal entity shall continue until the
cancellation  of   the   limited   liability   company's   articles   of
organization.
(e)  The articles of organization of a limited liability company shall
set forth:
(1) the name of the limited liability company;
(2) the county within this state in which the office  of  the  limited
liability  company  is to be located or if the limited liability company
shall maintain more than one office in this state, the county  in  which
the principal office of the limited liability company is to be located;
(3)  if  the  limited  liability company is to have a specific date of
dissolution in addition to  the  events  of  dissolution  set  forth  in
section  seven hundred one of this chapter, the latest date on which the
limited liability company is to dissolve;
(4) a designation of the secretary of state as agent  of  the  limited
liability  company  upon  whom  process against it may be served and the
post office address within or without this state to which the  secretary
of  state shall mail a copy of any process against the limited liability
company served upon him  or  her.  The  limited  liability  company  may
include  an  email address to which the secretary of state shall email a
notice of the fact that  process  against  it  has  been  electronically
served upon him or her;
(5)  if  the  limited liability company is to have a registered agent,
its name and  address  within  this  state  and  a  statement  that  the
registered  agent  is  to  be the agent of the limited liability company
upon whom process against it may be served;
* (6) if all or specified members are to be liable in  their  capacity
as members for all or specified debts, obligations or liabilities of the
limited  liability company as authorized pursuant to section six hundred
nine of this chapter, a statement that all or specified members  are  so
liable  for  such debts, obligations or liabilities in their capacity as
members of the limited  liability  company  as  authorized  pursuant  to
section six hundred nine of this chapter; and
* NB Effective until January 1, 2026
* (6)  if  all or specified members are to be liable in their capacity
as members for all or specified debts, obligations or liabilities of the

limited liability company as authorized pursuant to section six  hundred
nine  of  this chapter, a statement that all or specified members are so
liable for such debts, obligations or liabilities in their  capacity  as
members  of  the  limited  liability  company  as authorized pursuant to
section six hundred nine of this chapter; and
* NB Effective January 1, 2026
* (7) any other  provisions,  not  inconsistent  with  law,  that  the
members  elect  to  include  in  the  articles  or  organization for the
regulation of the internal affairs of  the  limited  liability  company,
including,  but  not  limited to, (A) the business purpose for which the
limited liability company is formed, (B) a statement  of  whether  there
are  limitations  on  the authority of members or managers or a class or
classes thereof to bind  the  limited  liability  company  and  (C)  any
provisions  that  are  required  or  permitted  to  be  included  in the
operating agreement of the limited liability company pursuant to section
four hundred seventeen of this chapter.
* NB Effective until January 1, 2026
* (7) any other  provisions,  not  inconsistent  with  law,  that  the
members  elect  to  include  in  the  articles  of  organization for the
regulation of the internal affairs of  the  limited  liability  company,
including,  but  not  limited to, (A) the business purpose for which the
limited liability company is formed, (B) a statement  of  whether  there
are  limitations  on  the authority of members or managers or a class or
classes thereof to bind  the  limited  liability  company  and  (C)  any
provisions  that  are  required  or  permitted  to  be  included  in the
operating agreement of the limited liability company pursuant to section
four hundred seventeen of this chapter.
* NB Effective January 1, 2026