Legal Question in Business Law in New York

Forming a LLC alone now and bring a partner later OR: wait until find partner?

Hi:

I am keen on forming my LLC now. However, I am looking for a partner but finding the right one might take a few weeks if not months.

Will it be expensive (additional fees?) and time consuming for me to change my LLC in order to bring this member in (my company will remain a LLC) ? What paperwork will it involve?

What are the advantages in waiting to have found my partner to create my LLC?

In advance, thank you so much.


Asked on 11/26/05, 10:42 pm

1 Answer from Attorneys

Robert DiPaolo The Fidelis Group, LLC

Re: Forming a LLC alone now and bring a partner later OR: wait until find partner?

It will not be expensive nor time consuming to add a new partner (referred to as a "member" under the NY Limited Liability Company Law). You organize your LLC by filing a one page document called the "articles of organization". You will also need to prepare or have prepared a document governing the way in which the LLC is managed, similar to "bylaws" for a corporation, called an "operating agreement" or an "LLC agreement". It is this second document, which will, among other things, specify how and under what conditions new members can be added to the LLC, whether the LLC is member governed, or governed by a director (generally called a "manager") or a board of directors, and how distributions (dividends, profits) will divided among the members. Generally, speaking to add a new member, you will simply need to issue such person membership interests or units (the equivalent of shares in an LLC), and add such member to the LLC agreement. An advantage of organizing the LLC now is preserving the name you want for your LLC, and creating the legal entity so that you can get a tax ID number, open a bank account, etc. You can also reserve the name of the LLC before creating it, for a fee. Attorney's associated with The Fildelis Law Group are experienced in the formation of LLC's, the preparation LLC agreements, and related documents. We would be pleased to assist you further with this matter. Please contract us at info@fidelislaw.

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Answered on 11/27/05, 6:55 am


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