New York: LLC Amendment and Legal-Name-Change Filing Requirements

Requirements one by one

Approval and signature answer different questions

Section 213(a) supplies the default internal vote: at least a majority in
interest of the members entitled to vote must authorize the articles amendment,
unless the operating agreement provides otherwise. A manager majority has a
narrower default power under § 213(b), limited to listed registered-agent,
process-address, and correction changes. It does not replace the member rule for
a legal-name change.

Under § 207, at least one member,
manager, or authorized person signs a Certificate of Amendment, and an
attorney-in-fact may sign without filing the power of attorney. The LLC must
retain that power in its records. A valid signature therefore does not by itself
show that the correct approval threshold was met.

The 90-day rule turns some optional changes into required filings

Section 211(a)-(b) broadly permits any number of amendments so long as the
resulting provisions could lawfully appear in initial articles filed at that
time. Once the LLC actually changes a listed articles fact, subdivision (d)
requires the amendment no later than 90 days afterward. The list includes the
legal name, New York office county, any stated dissolution date, member-versus-
manager management status, a materially false or inaccurate articles statement,
and a decision to change another articles statement.

A restatement uses a different label. Under § 214, an LLC may file Restated Articles of
Organization that merely consolidate the existing text, or amended and restated
articles that both make lawful changes and reproduce the resulting text in full.
Any embedded amendment remains subject to the ordinary § 213 approval rule.

Filing content, acceptance, and legal effect stay distinct

Under § 211(c), the certificate states the current name, the original formation
name if the name previously changed, the initial-articles filing date, and each
amendment's subject and full replacement text. Form DOS-1358-f repeats those
fields and offers member, manager, and authorized-person signature boxes. A name
using a restricted word may also need the agency approval required by § 204.

The base fee is $60. Current Department guidance permits online filing for a
name-change-only certificate; every other Certificate of Amendment uses the
paper route. Under §§ 211(e) and 214(e), an amendment or restatement is effective
when filed. The current forms provide no delayed-effective-date field.

Under § 209, the Department files a paid
instrument that complies as to form, but its review is limited to whether the
form is completed; it does not determine legal sufficiency. An accepted filing
therefore does not resolve a disputed vote or signer authority.

Correction, change, report, and assumed name are separate tools

Under § 212, a Certificate of Correction fixes a facial informality, incorrect
statement, or execution defect and leaves the original effective date in place.
It expressly cannot change or correct the LLC's name.

Under § 211-A, a Certificate of Change handles the office county,
Secretary-of-State process address or email, and registered-agent designation or
address. Under § 301(e)(1), the Biennial Statement is narrower still: it supplies
the periodic process-forwarding-address update. An LLC doing business under a
name other than the legal name in its articles uses the separate assumed-name
certificate under General Business Law § 130(1)(b) rather than changing its legal
name.

What trips people up

• A legal-name decision starts a 90-day filing clock. New York does not
  leave the accepted public articles indefinitely under the former name after
  the company changes its name internally; § 211(d)(1) requires the amendment
  within 90 days.
• Correction cannot accomplish a name change. The same § 212 preserves the
  corrected instrument's original effective date, but expressly bars changing
  or correcting the LLC name through that route.
• Acceptance is not a ruling on authority. Section 209 tells the Department
  to review form completion, not legal sufficiency. Keep the operating
  agreement, approval record, filed certificate, and any signing power together.
• The public filing is only one update. Under § 1102(a)(3)-(4), the LLC must keep
  its articles and every amendment or restatement. Tax, license, bank, contract,
  title, trademark, assumed-name, and foreign-registration records remain
  separate work where applicable.

Common questions

Must I use the Department's paper form?

No. Form DOS-1358-f says the Department prepared it for convenience and that a
filer may draft another form. Any custom certificate still must contain §
211(c)'s required information and comply with the filing rules.

Does a database search reserve or approve the proposed name?

No. The Department warns that its entity database is for status inquiries and
should not be treated as a name-availability determination. A separate
availability inquiry is dated administrative information, not trademark
clearance or guaranteed acceptance.

How will I receive proof of an online name-change filing?

The Department says its name-only online service emails a filing acknowledgment
with the filing receipt attached as a PDF. Keep that receipt with the accepted
certificate and the records required by § 1102.

Statutes and sources

• N.Y. Ltd. Liab. Co. Law §§ 211 and 213 — permissible and mandatory
  amendments, 90-day events, required contents, filing-time effect, and approval.
  Official text (accessed
  2026-08-21).
• N.Y. Ltd. Liab. Co. Law §§ 204, 207, and 209 — legal-name conditions,
  signer and attorney-in-fact rules, delivery, acceptance, and limited agency
  review. Official text
  (accessed 2026-08-21).
• N.Y. Ltd. Liab. Co. Law §§ 211-A, 212, and 214 — change, correction, and
  restatement routes. Official text
  (accessed 2026-08-21).
• N.Y. Ltd. Liab. Co. Law §§ 301 and 1102 — Biennial Statement alternative
  and company record retention. Official text
  (accessed 2026-08-21).
• N.Y. Gen. Bus. Law § 130 — assumed-name route for an LLC using a name
  other than the legal name in its articles. Official text
  (accessed 2026-08-21).
• New York Department of State amendment guidance and Forms DOS-1358-f and
  DOS-2120-f — filing route, current form fields, signer boxes, and $60 fee.
  Official guidance
  (accessed 2026-08-21).