How to Form an LLC in New York in 8 Steps
Forming a limited liability company (LLC) requires several steps including choosing a name for the LLC, appointing a registered agent, filing articles of organization, publishing notice of LLC formation, drafting an operating agreement as well as applying for an EIN and business and tax accounts.
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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.
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 in NY CLS LLC §204 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.
Under NY CLS LLC §203, you should set forth in your articles:
- The name of the limited liability company
- The county of the LLC’s principle’s office
- If there is a dissolution date
- The name of the registered agent
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.
Check for Additional Federal or State Requirements
Check state and federal websites to determine if there are any specific rules for your business. For example, some LLCs may have to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Under current law, LLCs created in the United States are “domestic reporting companies” and are exempt from the BOIR requirement.
However, laws may change, so stay up to date with state and federal requirements.
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 business employer for unemployment insurance, withholding, and wage reporting with the State online.
- Pay taxes for withholding and unemployment insurance, and report wages online or use Form NYS-45 each quarter.
- If you withhold $700 or more after each payroll, you must file Form NYS-1, otherwise report withholding on Form NYS (see above).
- Get NYS Workers’ Compensation
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.
New York LLC Formation FAQs
When you set up an LLC in New York, you have the following filing and publication requirements:
- The New York Department of State charges a filing fee of $200 to file articles of organization for your LLC.
- Your startup’s certificate of publication must include a $50 filing fee.
- There are also various charges for publication set by individual newspaper companies.
The fee for filing your LLC’s articles of organization is $200.
Single-member LLC. This type is for solo entrepreneurs ("solopreneurs"). It has low LLC formation costs and requires minimal paperwork. You can, if desired, approve and add members later, following the guidance you develop through your LLC’s operating agreement. The IRS sees the single-member LLC as a "disregarded entity," which allows for pass-through taxation. Every state, New York included, allows for the single-member LLC.
Multi-member LLC. Like every other state, New York also allows for the multi-member LLC. This structure includes any number of members. All members must agree on and sign its operating agreement. A multi-member LLC may be member-managed, where owners ("members") act for the LLC, adhering to the startup’s operating agreement. Or the LLC could be a manager-member, a structure that may rely on recruiting outside management and can accommodate silent investors who are not decision-makers. The multi-member LLC is a pass-through entity whose members are personally taxed on their share of earnings.
Professional LLC. Not every state has a PLLC ("professional service limited liability company") designation. New York does. Indeed, New York’s licensed professionals—lawyers, accountants, and medical providers—must create PLLCs. In the PLLC business structure, no member is liable for another member’s malpractice. The PLLC designation does not affect federal tax returns.
Your New York articles of organization prove the existence of the LLC. You may need a copy to show a bank to open a business banking account or get a line of credit. You can get a copy of your articles of organization with an online request or by writing to the Secretary of State. The fee is $5 for a plain copy or $10 for a certified copy.
A certificate of status shows your LLC is active and complies with New York state law. Other states call a certificate of status a certificate of good standing or certificate of existence. You can request a certificate of status in writing. The fee for the certificate is $25.
Send your written request to:
New York State Department of State, Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
To set up an LLC in New York, you need:
- A business name that is acceptable and available for use in New York
- A New York registered agent
- A New York registered office address with a physical street address
- Completed articles of organization
- Completed publication requirement
- An LLC operating agreement
LLC owners know that "limited liability company" is a unique business structure combining the best elements of both corporations and partnerships. An LLC shields personal assets from the company’s debts and lawsuits like a corporation. Additionally, an LLC has "pass-through" taxation like a sole proprietorship or partnership. And finally, LLCs have fewer reporting and record-keeping requirements than corporations.
Once you establish your LLC in New York, you must take the following steps to keep it compliant with the New York Secretary of State:
- File the biennial statement
- Pay the $9 biennial statement fee
The articles of organization establishes your legal business entity in New York. The operating agreement outlines your LLC’s management structure and operations. The operating agreement includes members’ rights and duties, profit-sharing, and dissolution procedures. The articles of organization is a public record with the New York Secretary of State. The operating agreement is a private company document.
Yes. Under New York law, an LLC can do business under an assumed name. Entrepreneurs using a fictitious business name should register the "doing business as" name—also known as a DBA. If you use a DBA, follow the rules for assumed names for New York businesses and local regulations. To register for a fictitious business name, file a certificate of assumed name form along with the $25 filing fee to the New York Department of State.
The state of New York issues licenses for certain professions. Check the state’s licensing services page. Additionally, depending on where your business operates and the nature of its activity, you may need local business licenses and permits. Contact your city, county, and municipal governments for their requirements.
Yes. You can form a New York LLC online by completing the articles of organization form at the Secretary of State’s website. There is a service called New York Business Express. It is an online guide to help you start and develop your New York business. Use Business Express to complete the filing of your LLC formation documents, starting by creating an online account.
The address for the New York Secretary of State is:
Secretary of State
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
Yes. Registered agent service companies can handle the initial filing of your articles of organization and LLC publication requirements and keep your New York LLC compliant.
Even though the New York Secretary of State is the default registered agent, there are benefits to using a registered agent service:
- Privacy: If someone sues your company, the lawsuit goes to your registered agent’s office address, not your place of business. You keep business disputes away from your customers.
- Compliance: Registered agents notify and remind you of important deadlines. A missed biennial filing or tax payment is costly and jeopardizes your business standing.
- Administrative assistance: Busy entrepreneurs need help with paperwork and documents. Registered agents can handle the initial filing and publication requirements for you. They can also get you the documents you may need in the future, such as a copy of your articles of organization or certificate of status.
- Availability: The registered agent is open to accept service of process during regular business hours. Depending on the nature of your business, you may not work during those hours.
A domestic LLC is an LLC formed in New York through the Secretary of State’s office. Once New York approves your articles of organization, you have a domestic LLC.
If you do business out-of-state, you must register as a foreign LLC. Contact the Secretary of State in the new state for application and business requirements. You may have to present a certificate of good standing (called a certificate of status in New York). Contact the Division of Corporations in writing for a copy of the certificate of status. There is a $25 fee for the certificate.
If you have an LLC organized in another state or jurisdiction is called a foreign LLC. To do business in New York, you must file an Application for Authority online or by completing the form and mailing it to the Division of Corporations. There is a $250 filing fee for the application of authority.
Within 90 days of beginning to wind up operations (or at a time when there are no members), a New York limited liability company must submit articles of dissolution to the Secretary of State. Send them, together with the required $60 fee, to:
New York Department of State, Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
Plan for this possibility from your startup’s inception. Include guidance for dissolution (a get out clause) in your written operating agreement.
No, not in New York. An anonymous LLC does not disclose the LLC members’ names in the articles of organization. The names of your registered agent and the LLC organizer appear on the articles of organization which is a public record. Anonymous LLCs are only allowed in Delaware, Nevada, New Mexico, and Wyoming.
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.
How to Start an LLC in Other U.S. States
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