How to Amend Articles of Organization in New York (2024)


Steve Bennett
Steve Bennett
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Amend New York Articles of Organization

Amendment of Articles of Organization is required when you make changes to your LLC. While forming an LLC in New York, you must file the formation document. At some point in time, if you might need to update/change any of the information shared in the Articles of Organization, you must file the Certificate of Amendment with New York SOS.

To amend your New York Articles of Organization, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the New York SOS. The process is not a lengthy one. In this article, LLCBuddy editors shared how to amend New York Articles of Organization without any hassle. Note that the process explained here is a generic process. It is recommended to consult a professional or attorney beforehand.

What is Articles of Organization in New York?

The Articles of Organization is a document that is required to form an LLC in New York. The document must be submitted online or by mail to the New York Secretary of State. Certain details need to be added while filing the New York Articles of Organization. The following are the points to be added to the formation document at the time of LLC registration-

articles of organization
  • Name of your New York LLC
  • The principal address of the LLC
  • Name and address of the New York Resident Agent
  • Names of all the members and managers of the LLC
  • Summary of the LLC’s operation
  • Start date of the LLC
  • Purpose of the LLC
  • Signature of all the members and managers of the LLC

How to Amend New York Articles of Organization

Changes such as name, physical address of the business, address or/and name of the New York Resident Agent, or any other changes listed above must be amended with the SOS. It is easy to amend the Articles of Organization in New York. There are three prominent steps to follow. The steps are as follows-

Step 1: Determine What Changes You Need in New York LLC

The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.

These are common changes that often occur in limited liability companies. If you have to make those changes, you must proceed with drafting the Certificate of Amendment with New York Secretary of State.

Step 2: Draft the New York Certificate of Amendment

The next step is to draft the Amendment. To Amend the Articles of Organization, you need the following-

  • Name of the LLC
  • Purpose of the LLC
  • Entity filing number
  • Amendments
  • Members and Managers’ signature.
  • Along with these details, LLCs must submit more documents to the New York SOS.

Step 3: File New York Certificate of Amendment

To file the Certificate of Amendment in New York, you need either an online or offline form. You can do that online in most states by signing in to the Secretary of State’s official portal. To file the amendment in New York, you must fill up the form (online or offline) and send it back to the SOS (online or by mail).

For the online filing, the form must be submitted using the New York Secretary of State‘s portal. For offline (by mail) filing, the PDF form must be sent to the Department of State Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Ave., Albany, NY 12231. The amendment filing fee of $60 must be paid at the time of form submission.

Why Amend Articles of Organization?

There are six reasons why you need to file the Certificate of Amendment in New York. Following are the six points to note-

Change of New York LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the New York SOS through Amendment.

It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.

Tip from LLCBuddy

Change of New York LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then New York LLC has to file the amendment certificate.

Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the New York SOS.

Change of New York LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.

Change of the Purpose of New York LLC: The purpose of the LLC is mentioned in the Articles of Organization when it is filed. If the purpose is changed at any time, for example, a non-profit in New York changes to a for-profit organization, or vice-versa, it must be filed with the SOS.

Change of New York Tax Structure: The New York LLC classification of taxes is mentioned in the Articles of Organization at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with New York SOS.

Cost to File New York Certificate of Amendment

The cost of filing the Amendment Certificate in New York is $60. For other types of filing costs, please visit the official website of New York Secretary of State.

Penalties for Not Filing Certificate of Amendment

Failure to amend New York Articles of Organization can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in New York. Another consequence of not filing an amendment in New York is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and the LLC does not file an amendment, it will be considered a violation of state law. Hence, the LLC might face legal issues.

FAQs

How do I amend my New York Articles of Organization?
To amend your New York Articles of Organization, you need to file a Certificate of Amendment with the New York Department of State.
What information can be amended on the New York Articles of Organization?
You can amend information such as the company name, address, purpose, and the names and addresses of members and managers on the New York Articles of Organization.
Can I change the business entity type on my New York Articles of Organization?
No, you cannot change the business entity type on your New York Articles of Organization. You would need to form a new entity to change the entity type.
How much does it cost to file a Certificate of Amendment in New York?
The cost to file a Certificate of Amendment in New York is $60.
How long does it take to process a Certificate of Amendment in New York?
Typically, it takes 7-10 business days to process a Certificate of Amendment in New York.
Can I expedite the processing of my Certificate of Amendment in New York?
Yes, you can expedite the processing of your Certificate of Amendment in New York for an additional fee.
Can I file an amendment online for my New York Articles of Organization?
Yes, you can file an amendment online for your New York Articles of Organization through the New York Department of State’s website.
Do I need to notify the IRS of the changes made to my New York Articles of Organization?
No, you do not need to notify the IRS of changes made to your New York Articles of Organization. However, you should update your information with the IRS separately.
Can I amend my New York Articles of Organization if my company is not in good standing?
No, you cannot amend your New York Articles of Organization if your company is not in good standing. You first need to bring your company into compliance.
Can I change the registered agent on my New York Articles of Organization?
Yes, you can change the registered agent on your New York Articles of Organization by filing a Certificate of Amendment with the New York Department of State.
Do I need to provide a reason for amending my New York Articles of Organization?
No, you do not need to provide a reason for amending your New York Articles of Organization.
Are there any restrictions on what I can change when amending my New York Articles of Organization?
There are some restrictions on what you can change when amending your New York Articles of Organization, such as changing the business entity type.
Can I make multiple changes on one Certificate of Amendment for my New York Articles of Organization?
Yes, you can make multiple changes on one Certificate of Amendment for your New York Articles of Organization as long as they are all related to the same entity.
Can I change the number of members in my New York Limited Liability Company (LLC) through an amendment?
Yes, you can change the number of members in your New York LLC through an amendment by updating the relevant section in the Certificate of Amendment.
Do I need to provide new signatures when filing a Certificate of Amendment for my New York corporation?
No, you do not need to provide new signatures when filing a Certificate of Amendment for your New York corporation unless the amendment specifically requires it.
Can I add additional business activities to my New York Articles of Organization through an amendment?
Yes, you can add additional business activities to your New York Articles of Organization through an amendment by updating the purpose section.
Can I remove a manager from my New York LLC through an amendment?
Yes, you can remove a manager from your New York LLC through an amendment by updating the relevant section in the Certificate of Amendment.
Can I make changes to the ownership percentages in my New York LLC through a Certificate of Amendment?
Yes, you can make changes to the ownership percentages in your New York LLC through a Certificate of Amendment by updating the membership interest section.
Do I need to provide any supporting documentation when filing a Certificate of Amendment for my New York entity?
You do not need to provide supporting documentation when filing a Certificate of Amendment for a regular amendment. However, for more complex amendments, additional documentation may be required.
Can I change the principal place of business on my New York Articles of Organization through an amendment?
Yes, you can change the principal place of business on your New York Articles of Organization through an amendment by updating the address section.
Can I revert the changes made through an amendment to my New York Articles of Organization?
Yes, you can revert the changes made through an amendment to your New York Articles of Organization by filing another amendment with the original information.
Can I amend the Articles of Organization of my New York Sworn and Property Custodian organization?
Yes, you can amend the Articles of Organization of your New York Sworn and Property Custodian organization by submitting the appropriate forms to the New York Department of State.
Do I need to publish notice of the amendment to my New York Articles of Organization?
No, you do not need to publish notice of the amendment to your New York Articles of Organization. However, it is recommended to inform relevant parties.
Can I change the duration of my New York Limited Partnership through an amendment?
Yes, you can change the duration of your New York Limited Partnership through an amendment by updating the relevant section in the Certificate of Amendment.
Can I amend the purpose of my New York Professional Service Corporation (PC) through an amendment?
Yes, you can amend the purpose of your New York Professional Service Corporation (PC) through an amendment by updating the purpose section on the Certificate of Amendment.
Can I change the fiscal year end of my New York corporation through an amendment?
Yes, you can change the fiscal year end of your New York corporation through an amendment by updating the relevant section in the Certificate of Amendment.
Can I amend the percentage interests in profits and losses of members in my New York LLC through an amendment?
Yes, you can amend the percentage interests in profits and losses of members in your New York LLC through an amendment by updating the membership interest section.
Can I remove a member from my New York LLC through an amendment?
Yes, you can remove a member from your New York LLC through an amendment by updating the relevant section in the Certificate of Amendment.
Do I need to file an amended Operating Agreement along with the Certificate of Amendment for my New York LLC?
No, you do not need to file an amended Operating Agreement along with the Certificate of Amendment for your New York LLC unless the changes impact the Operating Agreement directly.
Can I change the officers of my New York corporation through an amendment?
Yes, you can change the officers of your New York corporation through an amendment by updating the relevant section in the Certificate of Amendment.

Also Read

In Conclusion

While running a limited liability company in New York, it might be possible to make changes. From the name of the business to the Resident Agent, the management of the LLC can be changed over time. Every time you make any changes, you must file the amendment. You must consider that changing LLC names should not occur more often unless it is totally required. The name is the first identity of your LLC; changing it frequently directly affects the company’s branding. Filing the Certificate of Amendment is mandatory as well as crucial, and failure to do so can lead to legal issues and non-compliance with state laws.

This article shares all the important steps you need to follow to file the Certificate of Amendment in New York. While you follow the steps shared in this article, make sure to consult a professional or attorney. If you are looking for a professional LLC formation service at $0, we recommend ZenBusiness. By following the steps outlined in this article and submitting the necessary documents to the New York Secretary of State, LLCs can successfully amend their Articles of Organization and maintain compliance with state regulations.

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