Forming an LLC in New York doesn’t end with filing the Articles of Organization. Most companies must publish a notice in two newspapers and file a Certificate of Publication within 120 days, and partners must adopt a written operating agreement – no later than 90 days after registration.
A remodeling business founded by two brothers-in-law, a family bakery, or an accounting firm run by friends from Greenpoint – many Polish-American businesses start with trust and a handshake. Trouble arises when it’s time to determine who contributed how much, who makes decisions, and what happens when one of the partners wants to leave, while the documents don’t say a single word about it.
Registration is just the first step
A limited liability company is formed by filing the Articles of Organization with the Department of State – the fee is $200. As explained in the Department of State’s guide on LLCs, most companies must then publish a notice of formation in two newspapers for six consecutive weeks and file a Certificate of Publication with a $50 fee.
Failure to fulfill this obligation within 120 days results in the suspension of the company’s right to conduct business (LLC Law §206). The second requirement is a written operating agreement, which partners adopt before registration, during it, or within 90 days thereafter. The agreement is not filed with the office – it is an internal document meant to regulate the rights and obligations of the partners. These are formalities that are easy to forget once the company is up and running and consumed by daily work.
Where disputes begin
The Heller Law Firm, PC lists typical areas of commercial disputes on its website: breach of contract and interference with business relations, disputes under the Uniform Commercial Code, conflicts between shareholders or partners, non-compete disputes, issues related to business formation and dissolution, and debt collection. It handles such cases in all New York courts – from small claims in civil and district courts to federal matters.
Many of these disputes originate from documents that were missing at the start. An operating agreement based solely on good relations does not answer questions about equity changes, capital contributions, or a partner’s departure. Similarly, an invoice without a written work order and confirmed changes to the scope of work makes it difficult to pursue payment later.
What this means for Polish-American entrepreneurs
The cheapest time to organize your affairs is at the beginning of the collaboration. It is worth putting into writing who contributes money, equipment, or labor, how profits and losses are shared, who signs contracts, and what happens upon the sale of the business or the departure of an individual. It is also a good idea to consult an accountant regarding the choice of legal form, as it has tax consequences. When the company hires employees or needs licenses, additional requirements come into play depending on the industry.
The firm emphasizes on its website that it supports clients from company registration all the way to its potential liquidation. It also handles the acquisition and financing of existing businesses, acquisition agreements, corporate and personal loans – on both the borrower and lender sides – as well as construction loans and UCC matters. Once a dispute is underway, upon first contact with a lawyer, it is advisable to provide complete pleadings, information on service of process, and all known deadlines.
Consultation in Polish
The firm’s founder, Norman H. Heller, Esq., before beginning his legal practice, worked in management in corporate finance. He holds an MBA in finance from St. John’s University and a bachelor’s degree in accounting and economics from Queens College CUNY, and according to his bio, he focuses on real estate and commercial law.
The scope of practice is described on the firm’s business law page, and contact information can be found on its PolishPages profile. The firm serves clients in Polish, and consultation terms are arranged individually. Phone: 516-441-5656.
The article is for informational purposes only and does not constitute legal advice; reading it does not create an attorney-client relationship. The material is attorney advertising. Prior results do not guarantee a similar outcome in the future.
