How to Form an LLC in New York
To form an LLC in NY, here's everything you need to know.
1. Choose a Name for Your LLC
In New York, your LLC's name must contain the words "Limited Liability Company" or the abbreviations "LLC," or "L.L.C."
Your LLC’s name must be distinguishable from the names of other business entities already on file with the New York Secretary of State. Names may be checked for availability at the New York Department of State Division of Corporations business name database.
You may reserve a name for 60 days by filing an Application for Reservation of of Name with the New York Department of State Division of Corporations. The application must be filed by mail. The filing fee is $20.
2. File Articles of Organization
A New York LLC is created by filling Articles of Organization with the New York Department of State Division of Corporations. The articles must include the LLC's name; the county in New York where it will be located; and a New York address where the Secretary of State should mail legal documents to the LLC. The articles may be filed by postal mail or filed online. The filing fee is $200. Follow the directions provided for completing and filing your articles.
3. Appoint a Registered Agent
Every New York LLC must appoint the New York Department of State as its registered agent for service of process in the state. The Department will accept and forward legal papers on the LLC’s behalf if it is sued. (You can also appoint an individual New York resident, or New York or foreign LLC or corporation, as an additional agent.)
All of the paperwork and procedural steps to start a limited liability company in New York can be done online using Nolo's New York Online LLC Formation application.
4. Prepare an Operating Agreement
Unlike most states, New York's LLC law requires LLC members to adopt a written operating agreement. The Operating Agreement may be entered into before, at the time of, or within 90 days after filing the Articles of Organization. The Operating Agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members among themselves and to the LLC. The Operating Agreement is purely an internal document and is not filed with the Department of State. New York law is silent on the consequences of not adopting an Operating Agreement.
5. Publication Requirements
Within 120 days after its articles of organization become effective, the LLC must publish in two newspapers a copy of the articles or a notice related to the formation of the LLC. The newspapers must be designated by the county clerk of the county in which the office of the LLC is located, as stated in the articles of organization. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, Division of Corporations. The fee for filing the Certificate of Publication is $50.
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.
Business Licenses: Depending on the nature of your business, the State of New York may require that you either obtain a license or permit. For more information, see the New York Business Permits Assistance Program (OPAL) website. Contact the county clerk and the clerk of the city, town, or village in which the business will operate with questions regarding local licenses or permits.
Annual State Filing Fee: Every domestic or foreign LLC that is treated as a partnership or disregarded entity for federal income tax purposes that has any income, gain, loss, or deductions derived from New York sources is subject to an annual filing fee. An LLC that elects to be treated as a corporation for federal income tax purposes is not subject to the filing fee. The fee is paid to the Department of Taxation and Finance (often just called the Tax Department) using Form IT-204-LL, Partnership, Limited Liability Company, and Limited Liability Partnership Filing Fee Payment Form (available on the New York State Department of Taxation and Finance website). The fee ranges from $25 to $4,500 depending on the LLC's income.
7. No Annual Report
Unlike most other states, New York does not require LLCs to file an annual report.
8. Foreign LLCs
To do business in New York, all LLCs organized outside of the state must register with the New York Department of State Division of Corporation. Foreign LLCs must appoint a registered agent for service of process physically located in New York. To register, file an Application of Authority with the Division of Corporations. The form is available on the Department of State Division of Corporations website. The application must be filed by postal mail. The filing fee is $250 and the application must include a certificate of existence or similar document from the LLC's home state that is no more than one year old.