Individuals create a business entity for a variety of reasons. Most commonly, it is to shield the individual from the liability and debt of the business. Each type of business formation has its pros and cons, and each type requires different documents to legally create the business. Common business entities along with the required formation documents are listed below.
- Corporations – the formation of a corporation begins with the filing of a Certificate of Incorporation with the Department of State. After filing, an organization meeting of the incorporator(s) must take place where the by-laws of the corporation are adopted.
- Limited Liability Companies (LLC) – An LLC is formed by filing the Articles of Organization with the Department of State. Additionally, you must publish the formation of the LLC once a week for 6 consecutive weeks in 2 newspapers in the county where the LLC is located. You must then file a Certificate of Publication with the Department of State.
- General Partnerships – no state filing is required. However, if the general partnership name is different from the surnames of the individual partners, a Certificate of Assumed Name must be filed with the County Clerk where the partnership is conducted.
- Limited Partnerships – a Certificate of Limited Partnership (following an agreement of the partners) must be filed with the Department of State. Additionally, you must publish the formation of the Limited Partnership once a week for 6 consecutive weeks in 2 newspapers in the county where the Limited Partnership is located. You must then file a Certificate of Publication with the Department of State.
- Limited Liability Partnerships (LLP) – A Certificate of Registration must be filed with the Department of State. Additionally, you must publish the formation of the LLP once a week for 6 consecutive weeks in 2 newspapers in the county where the LLP is located. You must then file a Certificate of Publication with the Department of State.
- Not-for-Profit Corporation – a Certificate of Incorporation must be filed with the Department of State. After filing, an organization meeting of the incorporator(s) must take place where the by-laws of the corporation are adopted.
- Sole Proprietorship – no state filing is required. However, if the business is operating under a name other than the proprietor’s, a Certificate of Assumed Name must be filed with the County Clerk where the business is conducted.
You should consult an experienced attorney to ensure that all your business formation documents are done correctly and filed properly.
James A. Dibbini and Associates P.C. has experience drafting formation and governing documents for all business entities. If you need help with any aspect of business formation, give us a call at (914) 965-1011 or email us at jdibbini@dibbinilaw.com to learn more.
