Name: The name of the LLC must include the words Limited Liability Company, L.L.C. or LLC. The name must be distinguishable from the name of any other corporation, partnership, business, trust or Limited Liability Company organized under New York law or qualified to do business in New York unless the written consent of such other entity is obtained. Prior approval is required as some names are sensitive.
Capital / Contribution: There is no minimum or maximum requirement regarding the contribution of capital for a New York LLC. OMC standard capital contribution is US$500.
Members: One (1) member is permitted but two (2) are recommended. Each member holds a percentage ownership in the company and this can be formally documented in the Operating Agreement. Members need not be American citizens nor US residents and may be individuals, trustees, corporations or other entities, foreign or American.
Single member LLCs has greater tax advantages. It is advisable to issue stock certificates as evidence of ownership, in order to prove the identity of the owners of the company. To add confidentiality to a structure, the sole member may be of corporate nature.
The corporate identity of the LLC is separate from that of the individual members, thus the members’ liability in respect to debts and obligations of the company are limited to their contributions to the company.
LLC Operating Agreement: Every LLC has a LLC Operating Agreement or Members Agreement. The agreement is a private instrument among the members or executed by the Sole Member. A standard Operating Agreement would include: the domicile, object, duration, names and details of managers and members, duties and responsibilities of the managers and members, voting rights and contributions of capital, among other important matters in the business affairs of the LLC.
Managers: The managers of a New York LLC may be individuals or corporations of any nationality or domicile. The names of the managers may be included in the Certificate of Formation and normally indicated in the LLC Operating Agreement. The Managers may also be members of the LLC. The Managers may make appointments as follows: President, Vice President, Secretary, etc. Resolutions may be approved anywhere in the world and with whatever frequency that is necessary, unanimously in writing in lieu of a meeting.
Registered Office/Agent: There is no requirement for the company to have a registered office as its legal address is at the Secretary of State. It must have a registered agent.
Books, Records and Seal: The books may be kept anywhere in the world. It is advisable for LLCs to register in minutes of meetings all resolutions made by the Managers and Members. The following information should be available on public file: members’ details, managers’ details and name and address of registered agent.