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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? Pick a business name, file articles of organization, publish an announcement in your local newspaper, and prepare an operating agreement.

By , Attorney

If you run a small business, you can register your company with New York to become a single-member limited liability company (SMLLC). By default, solo business owners are considered sole proprietorships, a type of business structure that doesn't require any formal business registration.

However, many owners find it beneficial to register their business as a limited liability company (LLC). In New York, the process to register an SMLLC is the same as the process to register a multi-member LLC. You'll need to follow New York City's LLC laws as you form and operate your SMLLC.

1. Name Your SMLLC

New York has laws for what you can and can't name your LLC. Importantly, your SMLLC's name must:

  • contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC"; and
  • be distinguishable from the names of other business entities already registered with the New York Department of State (DOS).

(N.Y. Ltd. Liab. Co. Law § 204 (2023).)

Check to make sure the name you want is available by doing a business entity search on the DOS website. You can reserve a business name for 60 days by filing an Application for Reservation of Name with the DOS. As of 2023, the filing fee to reserve a business name is $20. (N.Y. Ltd. Liab. Co. Law § 205 (2023).)

2. File Articles of Organization

After you've chosen a business name, you can file articles of organization with the DOS to form your SMLLC. You can file your articles online or complete a blank articles of organization form and mail it to the DOS. As of 2023, the filing fee is $200.

Your articles must include:

  • the name of your SMLLC
  • the county where your SMLLC's office will be located, and
  • the address where the state should send any legal documents related to the SMLLC.

(N.Y. Ltd. Liab. Co. Law § 203 (2023).)

Every New York SMLLC must appoint either the New York Secretary of State or a registered agent as its agent for service of process—that is, the agent who'll accept legal papers on behalf of the SMLLC. The DOS will mail a copy of any legal papers relating to lawsuits filed against your SMLLC to the address that you give in your articles of organization.

If you want assistance with filing the paperwork and taking the procedural steps to start an SMLLC in New York, you can use our online LLC formation application.

3. Publish Notice of Your Articles of Organization

Unlike many other states, New York requires LLC owners to publish notice of their LLC's formation in two local newspapers. You must publish your notice within 120 days of your articles of organization becoming effective. The notice must consist of either a copy of your articles or a notice that your LLC has been formed. (N.Y. Ltd. Liab. Co. Law § 206 (2023).)

Your county clerk will designate which newspapers you must use. One of the newspapers must be printed weekly and one must be printed daily. Your notice must be published once per week for six consecutive weeks.

A Certificate of Publication, with the affidavits of publication from the newspaper or publisher of the newspapers attached, must be submitted to the DOS. As of 2023, the fee for filing the certificate of publication is $50.

4. Prepare an Operating Agreement

New York uniquely requires all LLCs (including SMLLCs) to have a written 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 filing your articles of organization.

New York requires the LLC operating agreement to include:

  • the business of the LLC
  • the conduct of its affairs, and
  • the rights, powers, preferences, limitations, or responsibilities of its members, managers, employees, or agents.

(N.Y. Ltd. Liab. Co. Law § 417 (2023).)

The operating agreement is an internal SMLLC document and isn't filed with the DOS. New York law is silent on the consequences of not adopting an operating agreement.

In New York, if you don't specify that your SMLLC will be manager-managed when you file your articles of organization, then your SMLLC will be treated as member-managed by default. In a member-managed LLC, you'll manage your company as its (only) member. In a manager-managed LLC, you or someone else outside the LLC (a nonmember) can manage the LLC as its manager. (You can learn more about the differences between these two management structures in our article on member-managed vs. manager-managed LLCs.)

For additional information and help with creating an SMLLC operating agreement, see Nolo's Guide to Single-Member LLCs, by David M. Steingold (Nolo). You might also want to consider speaking with a New York lawyer to ensure that your document meets New York's requirements for LLC operating agreements.

5. Do You Need an EIN?

If your SMLLC is considered a disregarded entity (its default tax status) and doesn't have any employees, then you're not required to get a federal employer identification number (EIN). Instead, you can report your business profits and losses on your personal tax returns using your own Social Security number or tax identification number.

If your SMLLC has or will have employees or you choose to have your SMLLC taxed as a corporation rather than as a disregarded entity, then you'll need to obtain an EIN from the IRS.

Even if you're not required to get an EIN for your SMLLC, it's a good idea to do so. Some banks require a company to have an EIN to open a business account and other companies you do business with could require you to provide an EIN to process payments.

Complete the IRS's online application on its website to get your EIN. There's no filing fee.

6. Apply for Business Licenses

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

For more, see our article about getting a small business license in New York.

7. Pay Annual State Filing Fee to DTF

New York imposes an annual state 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 don't need to pay the fee. The fee can range from $25 to $4,500. You must pay the state filing fee to the Department of Taxation and Finance using Form IT-204-LL.

For more information, read our article on New York state business income tax.

8. File SMLLC Biennial Statement

New York requires all LLCs to file a statement every other year to confirm or update the company's address for service of process. You can file the biennial statement online with the DOS.

As of 2023, the filing fee is $9. Your statement is due every two years in the calendar month when your articles were filed.

Getting Help Forming Your SMLLC in New York

New York has a few unusual LLC requirements. For example, New York requires LLCs to publish notice of their articles of organization and to create written operating agreements. Additionally, LLCs need to file a statement every two years (most states require LLCs to file statements every year) and pay a tax-based filing fee. However, many business owners are able to complete the formation process on their own or with the assistance of some self-help resources.

The Forming an LLC in New York webpage on the DOS website provides helpful guidance, including answers to frequently asked questions and links to forms. You can find more information on how to form and run your SMLLC on the single-member LLC section of our website. For answers to legal questions specific to your situation, consider consulting a New York business attorney. They can help you draft an operating agreement, meet your tax and filing requirements, and apply for licenses and permits.

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