How to Start an Architecture Practice in New York

STEP 1: ESTABLISH A LEGAL BUSINESS ENTITY

Most of our Architect clients choose to form a PLLC (Professional Service Limited Liability Company). This is a great option for solo practitioners and creates a distinct legal entity separate from the owner of the company, thus insulating the owner’s personal assets. Note, that Architects can’t form a regular LLC. Architecture is a licensed profession in the State of New York and therefore the Department of State requires a professional service entity be formed (PLLC or PC).

In order to establish a PLLC business entity, one must first obtain a Certificate of Authority from the New York State Education Department, Office of the Professions. The NYS DOE will issue a Certificate of Authority upon receiving the proposed legal formation documents (that are drafted in compliance with New York law), licensure information of the practitioner, filing fees, notarized affidavits, and other organizational documents contingent upon the profession.

STEP 2: COMPLIANCE WITH NEW YORK STATE PUBLICATION REQUIREMENT

Once the company is legally formed, it is required to comply with the New York State publication requirement. This involves running legal notices in the county of formation and filing a Certificate of Publication with the New York Department of State once the process is complete.

STEP 3: OPEN BANK ACCOUNTS

Once the entity is established you’ll need an IRS EIN Number to open a business bank account. An EIN number is basically a social security number for a business that the bank uses for identification purposes.

STEP 4: MALPRACTICE INSURANCE

There’s no shortage of insurance brokers in New York who will sell you malpractice insurance for your new Architecture practice. We suggest pricing out some policy options that best fits your needs.

STEP 5: HANG YOUR SHINGLE

Once the company is formed you can start marketing your services. There are so many ways to connect with potential clients the possibilities are endless. Digital marketing, traditional advertising, networking, co-working, referrals, blogging, the list goes on. It will take some time to hone your strategy, but once you do the phone will start ringing.

Contact us to inquire about our flat fee PLLC Formation Services!

NYC Department of Buildings Registered Agent

The City of New York requires a Registered Agent in many scenarios. One such example is the NYC Department of Buildings. They required a Registered Agent or “Named Agent” on Form LIC50: AUTHORIZATION FOR SERVICE OF PROCESS by AGENT. This form is used Architects, Special
Inspection Agencies, and other licensees to appoint a Registered Agent within New York City.

The Named Agent’s responsibility is to accept service of Notices of Violations (NOV) Summonses issued by the New York City Department of Buildings. The DOB will not accept P.O. Boxes, thus it’s helpful to have a Registered Agent available to accept service of process and fulfill their requirement.

If you need assistance with appointing a New York City Registered Agent contact us for more information.

Trademark My LLC

Trademarking your LLC name is achieved by federal registration with the USPTO. A federal trademark registration gives the LLC owner exclusive rights to use their trademark in relation to their goods or services. While NYS LLC registration does provide name protection within the State of New York, federal trademark registration helps to protect your LLC name throughout the entire country.

HOW DO I APPLY FOR A TM?

We suggest using a New York Trademark Attorney such as Total Trademarks. The process is complicated you will want professional representation. Unlike the relatively quick and painless LLC formation process, TM registration takes about 1 year from start to finish and many eligibility issues can arise. The USPTO frequently refuses applications, issues office actions requiring further legal documentation, suspends applications, etc. so it’s best to have someone on you team that knows trademark law. If your application is granted, your LLC name will remain trademarked for 5 years until it’s time to renew.

HOW MUCH DOES IT COST TO TRADEMARK MY LLC?

Legal fees for trademarking vary depending on the quality of the attorney. Be careful here and don’t shop by price alone! Typically, you get what you pay for in this area and given the length and complexity of the process you should choose someone who will give your application the best chance of success. There are many junk services that assist DIY applicants, but they do not provide legal advice nor representation throughout the process. This obviously defeats the purpose.

If you need assistance trademarking your LLC contact us and we can steer you in the right direction.

Registered Agent Services in New York

Let’s start with the basics - what is a Registered Agent? a Registered Agent is a person or entity that is designated to accept service of process (notice of legal actions) and official mail on behalf of a business. The laws on who can serve as Registered Agent vary from jurisdiction to jurisdiction. In many states, you can appoint yourself. Other states such as Delaware require a third-party service.

In New York Registered Agents are not required by State Law, however they can provide many benefits. First, we generally help with the company set up by drafting and filing the organizational LLC documents. Registered Agents can be appointed in New York during the initial set up process, and this is preferred. We can also appoint/change Registered Agents ex post facto, but that involves extra paperwork and state filing fees to amend the originally filed LLC organizational documents.

Second, we provide priority email access to our LLC Attorney who is licensed in New York. Do you think you might have a couple legal questions about your venture along the way? Yes, perhaps. Having a connection here can be very helpful.

Lastly, our Registered Agent service includes renewal notifications and assistance. It’s crazy how many people we see set up in New York and then fail to publish, fail to renew and basically not maintain the entity that they’re relying on for limited liability protection.

For more information about our NYS Registered Agent Services please click here or feel free to send us an email to schedule a free phone consultation.

Adding a Member to Your LLC

Adding a new member to your LLC is not difficult. The process can vary depending on how your LLC is up, but a good place to start is by reviewing the LLC’s operating and articles of organization. These two organizational documents generally contain terms regarding admission of new members.

If there are multiple LLC partners or members, consent of the majority will typically be required to admit the new member per the LLC operating agreement. If the LLC is a single member LLC, obviously the process becomes a bit easier. In New York, if the LLC operating agreement does not specify the required consents, then the default law requires a vote or written consent of a majority interest in the LLC. Note, that an LLC operating agreement is a private contract, and it is not filed with the State of New York.

Once the new member has been voted in, the next step is amend the operating agreement or draft a new agreement to reflect the addition of the new member. Amendments to the articles of organization may also be necessary, but again this depends on how the articles were initially drafted. For example, we tend to see a lot of issues with the formation documents from people self-file via junk services such as Legalzoom. Without proper representation during formation, adding LLC Members (and every other LLC maintenance issue) will inevitably be more difficult.

If you have questions about adding a member to your New York LLC send us an email and we can schedule a free phone consultation.

New York LLC Name Requirements

There are business naming restrictions to be aware of when forming an LLC in New York.

First, all LLC names must be distinguishable from other LLC names already on file with the New York Department of State. We do a name availability search prior to every LLC formation, which can help prevent naming issues, conflicts, processing delays, etc. You may also want to consider contacting our sister company Total Trademarks to determine if the LLC Name can be trademarked.

Second, all business entity names must include the appropriate designation. For example, all limited liability company names must end in the words Limited Liability Company or LLC.

If you’re forming a professional entity such as a Professional Limited Liability Company (PLLC) additional naming restrictions will apply depending on your profession. For example, doctors seeking to form a medical practice in NYS must obtain a Certificate of Authority from the NYS Office of the Professions and they will not permit the use of the words: Cure, Healing, International, Management Co., National, Network, Partners, Spa, Center, Clinic, or Hospital in the company name. Words that suggest superiority are also prohibited from use in professional entities such as: Advanced, Best, Exceptional, Super, Premier, Outstanding, etc.

Lastly, the name of every LLC may not include a restricted word or phrase, unless a special circumstance applies. Some examples of restricted words are: academy, annuity, assurance, attorney, bank, benefit, blind, board of trade, casualty, college, conservatory, corporation, cooperative, council, doctor, education, elementary, endowment, exchange, fidelity, finance, guaranty, handicapped, historical, indemnity, insurance, investment, lawyer, mortgage, partnership, school, surety, union, and university.

The above list is not comprehensive, but you get the idea of why these types of terms need to be regulated. Seem like a lot of to consider? It is, but we’re very experienced in this process. Send us an email if you’re setting up an LLC and we’d be happy to schedule a free phone consultation regarding how we can help.

New York LLC Annual Fees

We often get asked about the annual fees for New York LLCs. This is a great question and we love when our clients are able look past the set up costs to see the bigger picture.

In New York LLC maintenance is very cheap. From a legal perspective, The New York State Department of State requires that a Biennial Statement be filed every 2 years in order to keep the LLC in good standing. The filing process is easy and also affords the opportunity to update the address of the LLC (a frequent occurrence within the first 2 years of a new LLC). The filing fee is only $9 to boot!

Contrast this process to Delaware, another popular state for setting up LLCs. The Delaware annual Franchise Tax is $300, which means that the LLC has to pay about 30 times as much per year just to have a Delaware-based LLC set up (and also file every year as opposed to every other year).

Of course, if your LLC is making money there will be income taxes to pay, but from a legal perspective the maintenance of New York LLCs is very easy. For Clients using our Registered Agent Service, we even include the Biennial Statement filing fees in with the service so that our client’s LLCs never lose good standing.

For more information on our LLC Formation Services or Registered Agent Services send us an email to schedule a free phone consultation.

How To Form A PLLC in New York

There are 4 business entity options for professional service providers in New York: 1. Professional Service Limited Liability Company (PLLC);  2. Professional Corporation (PC); 3. Design Professional Corporation (DPC); and 4. Limited Liability Partnership (LLP). These are the correct entities for people who provide professional services such as doctors, lawyers, engineers, dentists, LCSWs and other professionals who are regulated by the New York State Education Department. PLLCs are by far the most popular choice out of these 4 options.

Forming a PLLC in New York is much more difficult than forming a regular LLC. There are additional naming restrictions, additional licensure restrictions and longer processing times due to the New York State Education Department, Office of the Professions. This organization is the gatekeeper of professional entities in New York.

In order to get the Department of Education’s authorization, we must provide them with the Articles of Organization for the proposed professional entity, comply with their membership restrictions, comply with business naming restrictions, pay fees associated with their authorization process, complete a certificate of authorization form and/or other preliminary documents depending on the profession. Once their consent is obtained (aka a PLS 709), we must file it with the New York Dept. of State along with the formation documents. Once approved by the NYS Dept. of State, these documents must be certified and filed back with the Department of Education. Sound like a lot of work? It is! This process usually takes about 3 to 4 months.

Similarly, when we set up PLLCs for attorneys we need a Certificate of Good Standing from their Appellate Division, but fortunately obtaining an Attorney Certificate of Good Standing is quick and easy. These can be obtained the same day in person, thus we can usually have an Attorney PLLC set up within just a couple of days.

If you need assistance setting up a PLLC please see our PLLC Formation Service page for the flat fees and details or feel free to email us to schedule a free phone consultation!

LLC Publication in New York

New York LLC Law § 206 states that newly-formed LLCs are required to publish 2 legal notices for 6 consecutive weeks in 2 newspapers assigned by their County Clerk. After 6 weeks, each newspaper will issue an affidavit of publication that must be filed with the State of New York. The process must be completed within 120 days of the LLC filing date.

What’s the point of all this? Originally, the law was written from a consumer protection standpoint; requiring new businesses to put their community on notice of their presence. Thus, the information required to publicized in the LLC notices includes name of the company, address, type of business, registered agent, etc. With the decline of print media and physical advertising in general, the utility of the NYS publication requirement is certainly diminished, however, we still publish new LLCs here at the NYRA Co. for legal compliance purposes.

What Happens If I Don’t Publish My LLC?

NYS LLC Law Section 206 states that if a LLC fails to comply with the publication requirement “the authority of such limited liability company to carry on, conduct or transact any business in this state shall be suspended.” While NYS does reserve this right, we tend to see the consequences for failing to publish more often in a business context. For example, a recent client was unable to sell their business when the potential buyer performed their due diligence on the company and discovered the LLC wasn’t published according to law.

Can You Publish My LLC Late if I’ve Missed the 120-day Statutory Deadline?

Yes.  We’ve published many LLCs late without any issues or penalties. Send us an email and include the full name of the LLC that you need to publish and we’ll take care of it ASAP.

How Much Does LLC Publication Cost in New York?

The LLC Publication flat fee depends on the county listed in your Articles of Organization. Click here for the LLC publication price in your county.

Contact us today if you need assistance completing the New York LLC Publication Requirement.

How to Form an LLC in New York City

1. Choose an LLC name and conduct a name clearance search. The New York Department of State keeps all LLC names on file in a database that is publicly searchable. Certain naming restrictions apply and new LLC names must be distinct from those already in existence.

2. Draft your Articles of Organization. This is the main formation document for an LLC and includes information such as the LLC’s legal name, address, county, registered agent, etc. This document must be filed with New York Department of State in order to set up an LLC.

3. Publish your LLC. LLCs in New York are subject to the New York LLC Publication Requirement, which states that new LLCs must publish legal notices for six consecutive weeks in two newspapers designated by their County Clerk. The notices must contain specific information about the new LLC, which is reflected in subsequently issued affidavits of publication that must be filed with the NYS Dept. of State along with a Certificate of Publication, within 120 days of the date that the LLC is formed.

5. Draft an Operating Agreement. This is an internal company document outlines ownership interests, procedures for adding new members to the LLC, allocation of profits and losses, and other important procedures for the members.

6. Apply for an IRS EIN Number, open a bank account, and apply for any necessary local business permits.

Need help with setting up an LLC? You’ve come to right place! Email us to schedule a free phone consultation and we’d be happy to discuss our flat fee LLC formation and publication services.