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How to Form a Single-Member LLC in New York

Want to form a single-member LLC (SMLLC) in New York? Here's what you need to know.

By , Contributing Author

These are the steps to form a single-member limited liability company (SMLLC) in New York. Remember: For most formation purposes, a New York SMLLC is considered the same as a multi-member limited liability company (LLC).

1. Name Your SMLLC

The name of a New York SMLLC must contain the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC." The SMLLC's name must be distinguishable from the names of other business entities already registered with the Division of Corporations (DOC) within the New York Department of State (DOS). Check to make sure the name you want is available by doing a business entity search on the Department of Corporations website. For a fee of $20 you can reserve a name for 60 days by filing an Application for Reservation of of Name with the DOC.

2. File Articles of Organization

You create a New York SMLLC by filing Articles of Organization with the New York Secretary of State. To complete the articles you'll need to provide the official name of your new SMLLC, the county where the SMLLC's office will be located, and the address where the state should send any legal documents pertaining to the SMLLC. You can file your articles online or download a blank articles of organization form. The current filing fee is $200.

Every New York SMLLC must appoint the Department of State as its primary registered agent to accept legal papers on behalf of the SMLLC. (You can also appoint an individual New York resident, or New York or foreign LLC or corporation, as an additional agent.) The DOS will mail a copy of any legal papers relating to lawsuits brought against your SMLLC at the address you indicate in your Articles of Organization.

All of the paperwork and procedural steps to start a single-member limited liability company in New York can be done online using Nolo's New York Online LLC Formation application.

3. Prepare an Operating Agreement

New York requires all SMLLCs to have an operating agreement. An SMLLC operating agreement is usually made between the SMLLC's sole member and the SMLLC itself. You must enter into the agreement before, at the time of, or within 90 days after the filing of the Articles of Organization. The operating agreement is an internal SMLLC document and is not filed with the Department of State. New York law is silent on the consequences of not adopting an operating agreement.

In most states, if you don't state that your SMLLC will be manager-managed when you first register with the state, then your SMLLC will be treated by default as member-managed. The distinction between member-managed and manager-managed can be important so be sure to consider both options before you decide which type of management structure you want for your SMLLC.

For more information and help creating an SMLLC operating agreement, see Nolo's Guide to Single-Member LLCs, by David M. Steingold (Nolo), or use Nolo's Online LLC.

4. Do You Need an EIN?

An SMLLC that keeps its default tax status of disregarded entity (same as a sole proprietorship) and does not have employees is not required to obtain a federal Employer Identification Number (EIN). Instead, owners of these SMLLCs can report their business profits and losses on their personal tax returns using their own Social Security number or tax identification number.

If your SMLLC has employees or if you choose to have your SMLLC taxed as a corporation rather than as a disregarded entity, you must obtain a federal Employer Identification Number (EIN) from the IRS. Even if you are not required to obtain an EIN for your SMLLC, there are often business reasons for doing so. Banks often require an EIN to open an account in the business's name and other companies you do business with may require an EIN to process payments. In many cases it makes sense to obtain an EIN for your SMLLC even if it is not required for federal tax purposes.

You can get an EIN by completing an online application on the IRS website. There is no filing fee.

5. Pay Annual State Filing Fee

New York imposes an annual filing fee on typical SMLLCs (with the default tax status of disregarded entity). The amount of the filing fee varies depending on the SMLLC's gross income sourced from New York in the immediately preceding tax year. Some SMLLCs, such as those without any income, gain, loss or deduction from New York do not need to pay the fee. The fee can range from $25 to $4,500. The fee is paid to the Department of Taxation and Finance (often just called the Tax Department) using Form IT-204-LL. The form must be filed within 60 days after the last day of your LLC's tax year. For more details, check the Tax Department website and Nolo's article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.

6. Obtain Business Licenses

Depending on what kind of business you're running and where it's located, you may need to obtain local or state business licenses for your SMLLC. Among other possibilities, these might include licenses related to:

  • your profession or occupation
  • specific goods or services you'll sell or provide
  • an assumed or fictitious name for your business, or
  • health and safety matters.

7. No Annual Report

Unlike most other states, New York does not require SMLLCs to file an annual report. However, New York does require many SMLLCs to pay an annual fee (see above).

8. Publication Requirement

Within 120 days after the LLC articles of organization are effective, the LLC must publish a copy of the articles or a notice related to the formation of the LLC in two newspapers. The newspapers must be designated by the county clerk of the county in which the office of the LLC is located. A Certificate of Publication, with the affidavits of publication from the newspaper or publisher 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.

For more information on SMLLCs, see the Single-Member LLCs section of Nolo's website or Nolo's Guide to Single-Member LLCs, by David M. Steingold.

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