How to Form an LLC in New York in 8 Steps
By Catherine Hodder, Esq. | Legally reviewed by Madison Hess, J.D. | Last reviewed May 24, 2024
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Entrepreneurs recognize that a limited liability company (LLC) is a popular business structure for a small business. An LLC offers personal liability protection and flexible tax structures. Forming a new LLC is a straightforward process. Here is a step-by-step guide to LLC formation, as required by the New York Secretary of State.
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Steps for Starting Your New York LLC
Name Your LLC
You'll need to pick a name for your LLC that complies with the state law requirements for new LLC names. Business owners begin by brainstorming to come up with several potential business names. Then they carry out a name search to narrow the names down to those available for use.
Your chosen name must not include any prohibited phrases. At the end, include one of the following terms or abbreviations:
- Limited Liability Company
- LLC
- L.L.C.
Under the New York limited liability company law, a business name registration entails the exclusive right to use the name. There is a public policy reason for this. To avoid public confusion, your startup's name must differ from the other business names on record with the New York Department of State. To ensure that your LLC name is distinguishable from all existing New York business names, check the New York State business name database for name availability.
Get a Registered Agent
The registered agent can be a resident of New York or a company with a physical New York address. By default, the Secretary of State is your New York registered agent. The Secretary of State receives legal papers served in connection with legal actions against your company.
However, you may prefer to act as your own registered agent or use a registered agent service. The registered agent accepts service of process and handles legal documents on your behalf, so choose a person or firm that is available throughout the business day.
File Your Articles of Organization
You'll need to draft, sign, and file your New York LLC articles of organization to form a NY LLC. You can file the articles of organization online or by using the articles of organization form.
If submitting by mail, send the form to:
New York Department of State, Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
The New York Department of State charges a filing fee of $200 to file articles of organization for your LLC.
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Publish Your Notice of LLC Formation
Under the New York State Limited Liability Company Law, your LLC must announce its formation in county newspapers.
Check with the county clerk's office where you established your LLC's office to find the names of two designated county newspapers. Then, within 120 days of registering the initial articles of organization, publish a notice of LLC formation in the two newspapers. The publication should run for six weeks in a row.
Next, complete and file the certificate of publication with the affidavits of publication you receive from the two papers.
Send the documentation to:
New York Department of State, Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
Include a $50 filing fee for publication. Complete and sign the authorization form to use your debit or credit card. Make checks or money orders payable to the Department of State. (The state offers expedited handling for a higher fee.)
Draft an Operating Agreement
New York requires LLCs to have operating agreements. A new LLC should adopt its operating agreement within 90 days from the date of filing the articles of organization.
An operating agreement is an internal document. There is no need to file it with the New York Department of State.
A typical LLC operating agreement addresses ownership, voting powers, liabilities, rights, and responsibilities of the LLC members. It should explain the process for admitting new members and the process for the ultimate dissolution of the LLC.
Get an EIN
A federal Employer Identification Number (also called a FEIN, EIN, or federal Tax ID) is an identifying number assigned to business entities. A FEIN is like a Social Security number for a business. You'll need this number to build a credit profile for your business, hire people, and open a business bank account.
Business owners in the United States may apply online for their federal employer identification numbers from the Internal Revenue Service (IRS)—the only entity that issues these numbers. There is no fee for your EIN.
Set Up Business and Tax Accounts
After filing the articles of organization with the state of New York, you must set up federal, state, and county tax accounts. You may also need state and county business licenses and permits to set up and operate your business.
File Beneficial Ownership Information Report (BOIR)
After you create an LLC, you need to file a Beneficial Ownership Information Report (BOIR) with FinCEN. The BOIR is a recent requirement. If you form your LLC in 2024, you must file before the passing of 90 days from the date your LLC received notice of its creation/registration or 90 days from the day the Secretary of State or similar office initially provided public notice of your company’s creation/registration, whichever is first. If you form your LLC after January 1, 2025, you must file within 30 calendar days from the date you were given actual or public notice of your LLC’s creation or registration.
To file a BOIR, go to www.fincen.gov/boi and select “File BOIR.” To finish your BOIR filing, provide information about your LLC, its beneficial owners, and its applicants. Your LLC’s applicants are those who personally filed the document that created or registered the LLC or were in charge of controlling the filing. Beneficial owners are people who have substantial control over the LLC and/or own a minimum of 25% of the ownership interests of an LLC.
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Business and Tax Requirements in New York
Your LLC must pay taxes, withholdings, and licensing fees in New York. Register your new business with the various tax accounts with the New York Department of Taxation and Finance.
State Business Tax
Your LLC's tax status determines how you file and pay state taxes.
- An LLC federally taxed as a partnership is also taxed as a partnership by New York. Such an LLC may need to file Form IT-204.
- An LLC that elects to be treated as a corporation for federal income tax purposes will be treated as a corporation for New York tax purposes (or as a New York S corp., where applicable). This type of business may need to file a state corporate tax return.
- Many single-member LLCs prefer to be "disregarded entities,"—so federal income tax passes through to the founder and sole member personally, as with a sole proprietorship. If you use this LLC type, report your LLC's income and expenses through your personal state income tax returns. Disregarded entities with income, loss, gain, or deductions from New York pay an annual filing fee as calculated with Form IT-204-LL.
Furthermore, the LLC typically pays estimated income tax (state and federal) each quarter of the year or faces hefty past-due tax bills, fines, and penalties.
State Employer Tax
If you plan to hire employees, even if they are also members of the LLC, you must do the following as an employer in New York:
- Register as an employer with the State Department of Labor in Albany (using Form NYS-100)
- Pay employee income tax and employer taxes (using Form NYS-1)
- Register to pay taxes for unemployment insurance (using Form NYS-45 each quarter)
Sales and Use Taxes
Will your startup sell items to New York residents? Then put another registration on your checklist. New York deems your startup a sales tax vendor.
Use Form DTF-17 to apply. If your application is successful, the Department of Finance will send you a Certificate of Authority, which you must display anywhere you sell your merchandise. File sales tax returns quarterly and annually as directed, using the New York Tax Department's Sales Tax Web File.
Business Licenses and Permits
You may need specific state and local licenses and permits. It depends on your type of business, its location, and special events you might attend. For details about your type of business, begin by using the state's Licensing Services page. You will see what licenses and permits your LLC needs.
Registration in Other States
Will your new LLC have a business presence beyond New York? If so, you might need to register as a foreign LLC. Check with the Secretary of State in the new state for their application process. You may need to submit a copy of a certificate of status (called a certificate of good standing in other states) that your LLC complies with New York law. You request a certificate of status in writing to the Division of Corporations. There is a $25 fee for the certificate.
Biennial Requirements in New York
Although annual reports are not required, a New York LLC must file biennial statements with the New York Department of State. Biennial means every two years. The reporting deadline is by the end of the LLC's original registration month. State fees for the biennial statement are $9. LLCs must keep up with biennial statement requirements and state fees to remain in good standing.
How can you remember to file every two years? Sign up to receive an alert when your LLC's biennial statement is due by using New York State's email address submission/update service.
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New York LLC Formation FAQs
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
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