N.Y. Limited Liability Company Law § 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

(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.