Detailed information on Delaware Uniform Commercial Code is available by selecting one of the four categories that best suits your needs. For a detailed listing of UCC filing requirements, see Delaware’s Uniform Commercial Code Administrative Rules. Show
UCC Paper Filing ChangeEffective December 1, 2015, the Delaware Division of Corporations will modify the acceptable methods of communication authorized by the filing office for the acceptance of Uniform Commercial Code (UCC) filings. The Division will require that all UCC filings be submitted to the Division electronically. The filing office will no longer accept paper UCC filings submitted directly to the State via mail, courier or fax. Electronic UCC filings may be submitted directly to the Division via the State’s e-UCC web application or through a variety of UCC XML submitters. Paper filings may be submitted through an Authorized UCC Filer who will submit the filing electronically to the Division. Delaware is providing to you a list of Authorized UCC Filers within the State who will continue the reputation Delaware strives to maintain. The Service Companies on the list of Authorized UCC Filers have had a long-standing relationship with the State of Delaware and have been approved by the Delaware Division of Corporations in the submission of UCC filings. UCC Indexing ChangesEffective September 8, 2015, there will be minor changes in indexing practices relating to the roles of Secured Party through UCC3 Assignment filings in the Delaware Division of Corporations’ new computer system. As a result, a Secured Party Full or Partial Assignment filing, whether changed or new, will be reflected on a UCC Search listing as “Added”. A search listing will not show Secured Party as “Removed”. This change aligns the indexing results to be more in keeping with Article 9-511(c) of the Delaware Uniform Commercial Code. Related Topics: UCC, UCC filings, UCC information, UCC searches, uniform commercial code Skip to content Mailing Address / Counter Hours: Albany Customer Service Counter Hours:
9:00 a.m -4:30 p.m. Telephone Inquiries: Monday through Friday: 8:30 a.m. to 4:30 p.m. Deaf, hearing impaired, and speech-disabled callers, please use 7-1-1 (518) 473-2492 Fax Numbers: Standard General Purpose This Corporation is formed to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law, provided That it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained. × Who Is The Incorporator? The incorporator is the person who creates the corporate existence by signing the articles of incorporation. The incorporator may be one of the shareholders, directors, or officers of the corporation, or any other person. Being listed as the incorporator is in no way demonstrating ownership in the corporation. The incorporator cannot be amended (changed) at a later date. × Effective Date of Incorporation A corporation generally comes into existence and becomes officially “incorporated” when the Articles of Incorporation are filed with New York State. Becoming incorporated on the date of filing is usually the best option. However, if there is a reason that you require your corporation to have a later effective date, New York State allows up to a 90 day window. This future effective date is listed in the articles of incorporation when filed. If desired, indicate the date after filing that you want your corporation to begin. One common example of a delayed filing date may occur in December. A person may want to have the corporation filed and ready to go for January. By not setting a start date for January 1st or later this may trigger Federal and State tax returns to be filed for the prior year even though no actual business has commenced. If unsure please speak with your Accounting professional. × 200 Shares N.P.V. (Standard) Every business corporation must designate in its certificate of incorporation the number of shares that the corporation has authority to issue and must state the “par value” of the shares or whether they are without “par value.” Shares without par value may be issued or sold at any price. Shares with a stated par value cannot be issued or sold at a price less than the stated par value. Most corporations are formed with 200 shares no par value (N.P.V.). × Non-Profit Purpose of Corporation The Certificate of Incorporation must set forth the purpose or purposes for which the corporation is formed. It is sufficient to state that the purpose of the corporation is any purpose for which corporations may be organized under the NPCL, either as a Charitable Corporation or as a Non- charitable Corporation. Alternatively, the Certificate of Incorporation may set forth specific purposes. The Certificate of Incorporation form includes three choices regarding the corporation’s purpose. Check the appropriate box. If the Certificate of Incorporation sets forth specific purposes, such statement of purposes must include sufficient information for a reader of the document to understand why the corporation has been formed. The Certificate of Incorporation may also set forth any activities that the corporation intends to carry out in furtherance of its purpose or purposes. However, a corporation is not required to set forth such activities or otherwise state how the corporate purposes will be achieved. × Non-Profit Required Consents Corporations formed for certain purposes require the consent or approval of another governmental agency or office. (See NPCL § 404) When one is required, the written consent or approval must be attached to the Certificate of Incorporation when it is submitted to the Department of State for filing. Complete Paragraph Fourth by checking the appropriate statement to indicate whether any consents or approvals are required. The following is a partial list of governmental agencies and offices that must consent to or approve the filing of certain Certificates of Incorporation prior to filing with the Department of State. Questions regarding consents or approvals should be directed to the agency or office at the listed address or telephone number.
× Charitable Nature of the Corporation Indicate whether the corporation is a Charitable Corporation or a Non-Charitable Corporation. The charitable or non-charitable categorization is based on the corporation’s purposes. A Charitable Corporation is any corporation formed for Charitable Purposes. Charitable Purposes of a corporation means one or more of the following purposes: charitable, educational, religious, scientific, literary, cultural or for the prevention of cruelty to children or animals. A Non-Charitable Corporation means any corporation formed under the Not-for-Profit Corporation Law, other than a Charitable Corporation, including but not limited to one formed for any one or more of the following non-pecuniary purposes: civic, patriotic, political, social, fraternal, athletic, agricultural, horticultural, or animal husbandry, or for the purpose of operating a professional, commercial, industrial, trade or service association. A corporation formed for both charitable and non-charitable purposes is a Charitable Corporation. × IRS Language To qualify for tax exempt status under the Internal Revenue Code, the corporation must be organized for one or more of the purposes specifically designated in the Internal Revenue Code. The Internal Revenue Service will require that certain provisions be included in the corporation’s Certificate of Incorporation prior to granting tax exemption. These provisions are included in the Internal Revenue Service’s Publication 557 – Tax Exempt Status for your Organization. × 501 (c) 3 Language Said organization is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of
the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to
influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distributions of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted × The LLC is Managed by In the formation of a new “LLC” you must choose the management type that will best fit your situation in operating the company. There are two distinct types to choose from. “Member Managed” which is where all the members (owners) participate in running the LLC or “Manager Managed” where only specified members, nonmembers or outsiders are tasked with running the business operations. The default is set to Member Managed as this is by far more common for small LLC’s. × Requirement Publication of Legal Notice are required for all New York LLC’s Under Section 206 of the Limited Liability Company Law, publishing is required within 120 days from forming the LLC or the LLC will have their authority to carry on, conduct or transact any business suspended. Pricing Our competitive prices for New York LLC publishing include the newspaper advertising and Department of State filing fees along with our modest service fee. We will ensure that all requirements are met from beginning to end. There are no hidden charges, annual contracts, or documents to sign. All quoted prices are based on the advertising costs in each stated county. New York Publication Process:
Timeline to Complete Publishing:
× LoginHow do I find out who owns a corporation in New York?You may search the New York Department of State's Corporation and Business Entity Database to obtain information on corporations, limited liability companies, limited partnerships, and limited liability partnerships.
How do I file a UCC in NYS?By Mail: send the completed form with the processing fee of $40 to the New York State Department of State, Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Avenue, Albany, New York 12231.
How do I find out if a business name is taken in NY?The records of the Division of Corporations may be searched for availability of name by submitting a written request to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
How do I find the owner of a LLC in NY?Use the LLC finder to identify who is behind the entity. This link will redirect you to the NYS Division of Corporations website, where all you have to do is type in the business name and click on Search Database.
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