To update your New York LLC’s Articles of Organization, you file a Certificate of Amendment form with the New York Department of State. You can file your Certificate of Amendment by mail, fax or in person—along with a $60 fee. We’ll help you through the New York LLC amendment process in this guide.
In this article, we’ll cover:
- Amending New York LLC Articles of Organization
- New York Certificate of Amendment Form Information
- Filing a New York LLC Certificate of Amendment
Amending New York LLC Articles of Organization
The Articles of Organization you file when you create a New York LLC with the Department of State registers your company’s name, county, and registered agent address with the state. You can change your LLC’s name by filing a Certificate of Amendment of Articles of Organization.
What can I change with a New York LLC Certificate of Amendment?
Some states make LLCs include a lot of information on their Articles of Organization. New York does not—the only required information is the LLC name, county where the LLC will be located, an address where service of process can be delivered, and an organizer’s name and signature.
You do have the option of including additional provisions (such as the purpose of the business, classes of members, or other information that would more ordinarily be part of an operating agreement), but there’s no requirement to do so.
Because of the limited amount of mandatory information on a New York LLC’s Articles of Organization, a Certificate of Amendment is most commonly used to make changes to the LLC’s name, but it can also be used to alter any additional provisions that were previously included in your articles.
Can I change my registered agent information with a Certificate of Amendment?
Yes, registered agent information can be updated with a Certificate of Amendment—you can change the person you use as an agent or the registered office address. However, if you’re only changing that information and nothing else, it’s cheaper to file a Certificate of Change instead. Certificates of Change can be filed for a $30 fee.
Can I change my LLC’s members or managers with a Certificate of Amendment?
No. Member and manager information is considered an internal record maintained by the LLC and is not filed with the New York Department of State.
Can I change my LLC’s principal office address or mailing address with an amendment?
No. Neither your LLC’s principal or mailing address is listed on state records. New York only lists a registered agent address on an LLC’s articles.
Can I restate my Articles of Organization instead of amending it?
Yes, you can file Restated Articles of Organization any time. Restating articles is different from amending them—amending Articles of Organization changes, adds or subtracts from the existing articles but still includes the original content of the articles. Restating the Articles of Organization means writing an entirely new document that replaces the original.
If you wish to restate the initial articles you must use the title, “Restated Articles of Organization of (LLCs name) under section 214 of the Limited Liability Company Law.” There is no form provided by the New York Department of State for this purpose, so you’ll need to draft your own restated articles under the rules set by New York Limited Liability Company Law Section 214. The filing fee for restated articles is $60.
Do I file an amendment if my Articles of Organization has an error?
No, if an error made it into your LLC’s Articles of Organization, you shouldn’t file a Certificate of Amendment. You’ll want to file a Certificate of Correction instead. This form will allow you to fix any errors or typos that need to be corrected on your Articles of Organization, and can be filed for $60—just like a Certificate of Amendment.
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New York Certificate of Amendment Form Information
New York requires you to provide some information about your LLC when you file a Certificate of Amendment:
- Name of the person filing the amendment.
- Filing company name, if applicable (if the amendment is filed by a professional registered agent company, the name of that business goes here).
- Mailing address of the person filing the amendments.
- Signature and printed name of a person authorized to sign for the LLC.
- Authorized signatory’s role: member, manager, or authorized person.
File a New York LLC Certificate of Amendment
You can file the completed Certificate of Amendment to Articles of Organization form with the New York Department of State by mail, fax or in person, along with a filing fee.
Mail and in-person filings:
New York Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
How much does a New York Certificate of Amendment cost?
It costs $60 to file a New York Certificate of Amendment. Mailed filings can be paid with a check or money order payable to “Department of State.” In-person filings may be paid with cash, credit or debit card, check or money order. Credit or debit filings made by mail or fax require a New York Credit Card/Debit Card Authorization form (and all faxed Certificates of Amendment must be paid by credit or debit card). Expedited processing is available for an additional fee which must be paid separately.
How long does it take to process a Certificate of Amendment?
Standard processing time for New York LLC filings takes seven business days. You can get LLC amendments processed quicker with expedited filing options:
- 24 hour expedited processing: Additional $25 fee, may be filed between 9 a.m. and 4 p.m.
- Same day expedited processing: Additional $75 fee, must be filed by noon.
- Two hour expedited processing: Additional $150 fee, must be filed before 2:30 p.m.
Filing times apply to hand-delivered and faxed forms. Expedited processing is also available for mailed filings (write “Expedited Processing” and include a separate payment for your choice of processing speed), but the actual processing time may vary depending on when the mailed amendment documentation reaches the Department of State.