Be the attorney you dreamed of being. Jump start your career with Tully Rinckey PLLC: http://www.tullylegal.com/careers/ September, 2015 - This course will be led by Tully Rinckey PLLC Partner Graig Zappia, Esq. Mr. Zappia will draw upon his experience as an experienced real estate and corporate law attorney to assist attorneys of all levels of skill and experience in improving their legal knowledge regarding how to form Limited Liability Companies under New York State law. Mr. Zappia will provide guidance to attorneys on the various forms and procedural requirements to form Limited Liability Companies and Professional Limited Liability Companies. Mr. Zappia will provide insight into the merits and flaws of Limited Liability Companies compared to Corporations.

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Graig F. Zappia, Esq.
Tully Rinckey PLLC
441 New Karner Road
Albany, New York 12205
518-218-7100
gzappia@1888law4life.com
Business Formations 102 – LimitedBusiness Formations 102 – Limited
Liability CompaniesLiability Companies
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About YourPresenter
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 Tully Rinckey PLLC Partner.
 Graig represents small businesses, including medical professionals, in
their asset acquisitions and sales, corporate formations, corporate
governance, commercial matters and succession planning.
 He also represents private real estate owners, developers and
financial institutions in all aspects of real estate transactions including
closings, title review, contracts, zoning, and leasing, among other
areas.
 He represents employers and employees in public and private sector
discrimination lawsuits, Fair Labor Standards Act and Family Medical
Leave Act cases.
 Graig received his juris doctorate from Albany Law School of Union
University in Albany, N.Y. He received a bachelor’s degree from Siena
College in political science.

3. Overview of Corporate Formation – The LLCOverview of Corporate Formation – The LLC
 Relatively new form of legal entity that combines the
limited liability of a corporation and the tax
advantages of a partnership. Very flexible: can have
various forms of management, free transferability,
etc.
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 All about taxation. Corporations and LLCs are different in how
they are taxed. Because corporations are separate entities, they
are taxed at the corporate rate, while LLCs are taxed based on
Adjusted Gross Income of the owners.
 A LLC can offer certain tax advantages over a corporation,
including the availability of more deductions.
 A LLC is not required to be a separate tax entity like a
corporation; instead it can be a "pass-through entity" so that the
LLC owners report business losses or profits on their personal
tax returns, like a partnership.
LLC vs. Corporation - BasicsLLC vs. Corporation - Basics

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Professional LLCsProfessional LLCs
 One or more professionals may form a professional
service limited liability company (PLLC). A PLLC is
formed by filing Articles of Organization pursuant to
§1203 of the Limited Liability Company Law.
“Profession,” as defined in §1201(b) of the Limited
Liability Company Law, includes any practice as an
attorney and counselor-at-law, or as a licensed physician,
and those occupations designated in Title VIII of the
Education Law.
 For a listing of professional services, refer to the NYS
Department of Education, Office of the Professions.
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 The NYS Division of Corporations will reject any
name for an LLC that is not distinguishable
enough from existing names on file.
 Records within the New York State Division of
Corporations can be searched for availability.
The DOS website
(www.dos.ny.gov/corps/bus_entity_search.html)
is a good resource to check out first to see if
anyone else has the name, although it may not
be all-encompassing.
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Choose the name of your LLCChoose the name of your LLC

7. Choose the name of your LLCChoose the name of your LLC
 Better option: ask the DOS - submit a written request
to the Department of State (“DOS”) in Albany to
reserve your name.
 There is a difference between available name vs.
approved name.
 Once approved, good idea to attach the name
availability determination with your application when
the rest of the LLC paperwork is filed.
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8. Federal Tax Identification NumberFederal Tax Identification Number
• Your LLC may need to obtain a federal tax identification
number (also known as an employment identification
number/EIN), which is similar to an individual's social
security number.
• Generally, you will not need a separate EIN number for
your LLC as long as you are the sole owner and the LLC
has no employees.
• Check out the IRS website that has the necessary forms to
file. It can all be done online at:
http://www.irs.gov/businesses/small/article/0,,id=97860,00.
html
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Articles of OrganizationArticles of Organization
 Under §203 of the NYS Limited Liability
Company Law, you are required to file the
Articles of Organization with the state in order
to form your LLC.
 Fillable forms may be found online at:
www.dos.ny.gov/forms/corporations/1336.pdf
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10. Articles of OrganizationArticles of Organization
• Make sure you are using the name that was approved by
the DOS. You are required to fill in that name in three
different spots – they MUST all match.
• The Articles of Organization must designate the county
within New York State where the LLC’s office will be
located. Enter only the name of a county in New York
State. Do not include the street address.
• Who’s getting served? While it is alright to name the
Secretary of State to be served on behalf of the LLC,
choose someone (their attorney?) to receive a copy of
any legal process.
• Who organized the company?
• $200 fee to file. Can be expedited for an additional fee
depending upon the timeframe – same day, within 24-
hours, etc.
• Credit Card Authorization Form can be used as well:
http://www.dos.ny.gov/forms/corporations/1515-f-l.pdf
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Publication of the LLCPublication of the LLC
 Under §206 of the NYS Limited Liability Company Law, LLCs
are required to publish a copy of the articles of organization or a
notice related to the formation of the LLC in two newspapers.
 Which newspapers? Check with the county clerk for the
newspapers that are designated for use within the county the
LLC’s office is located.
 Choose the publication correctly…may be costly.
 Affidavits of publication: the publisher of the notice of publication
will provide an affidavit of publication verifying the articles were
in fact published and the date of publication. A Certificate of
Publication, with the affidavits of publication of the newspapers
attached, must be submitted to the New York Department of
State
 The fee for filing the Certificate of Publication is $50.
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12.  Pursuant to §417 of the LLC Law, the members of an LLC
are required to adopt a written operating agreement. This
agreement sets forth the rights and obligations of the
members and the LLC.
 This document is drafted with the memberships’
recommendations and is not filed with the State.
 Under the statute, the agreement may be entered into
before, at the time of, or within 90 days after the filing of the
Articles of Organization.
 No penalty for not having an operating agreement.
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Operating Agreement of the LLCOperating Agreement of the LLC

13. Certificate of Amendment Domestic LimitedCertificate of Amendment Domestic Limited
Liability CompaniesLiability Companies
 A domestic limited liability company may amend its
Articles of Organization from time to time by filing a
Certificate of Amendment pursuant to §211 of the
New York State Limited Liability Company Law.
 The completed Certificate of Amendment, together
with the $60 filing fee, should be forwarded to the
New York Department of State.
 http://www.dos.ny.gov/forms/corporations/1358-f-
l.pdf
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14. Certificate of Change Domestic Limited LiabilityCertificate of Change Domestic Limited Liability
CompaniesCompanies
 A domestic limited liability company may change the name
and address of its designated address to mail service of
process, change its county location or make, revoke or
change the designation of a registered agent by filing a
Certificate of Change pursuant to §211-A of the New York
State Limited Liability Company Law.
 The completed Certificate of Change, together with the
statutory fee of $30, should be forwarded to the New York
Department of State.
 http://www.dos.ny.gov/forms/corporations/1359-f-l.pdf
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15. Articles of Dissolution Domestic Limited LiabilityArticles of Dissolution Domestic Limited Liability
CompaniesCompanies
 Within 90 days following the dissolution and the commencement
of winding up the limited liability company, or at any other time
that there are no members, a domestic limited liability company
shall file articles of dissolution pursuant to §705 of the New York
State Limited Liability Company Law.
 The completed articles of dissolution, together with the statutory
fee of $60, should be forwarded to the New York Department of
State, Division of Corporations.
 http://www.dos.ny.gov/forms/corporations/1366-f-l-a.pdf
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Graig F. Zappia, Esq.
Tully Rinckey PLLC
441 New Karner Road
Albany, New York 12205
518-218-7100
gzappia@1888law4life.com
©2015
Questions?