If you have a business idea that you want to put into action, you'll need to choose a business structure. Many small business owners choose to create a limited liability company (LLC). An LLC has many advantages, including limited liability protection for owners, a flexible management structure, and tax benefits. Creating an LLC is a great way to start your New York business.
Follow these steps to create an LLC in New York. For more information on how to form an LLC in any state, see our article on how to start an LLC. You can also use our online LLC formation service to register your LLC.
When forming your LLC, the first step you need to take is picking a name for your business. New York, like other states, has laws about what you can and can't name your LLC.
LLC name must be distinguishable. Your LLC's name must be distinguishable (different) from the names of any businesses on file with the New York Department of State (DOS). You can see whether your proposed business name is available by searching the DOS's corporation and business entity database. (N.Y. Ltd. Liab. Co. Law § 204 (2024).)
LLC name must include an entity designator. Under New York law, your LLC name must contain the words "limited liability company" or the abbreviations "L.L.C." or "LLC." (N.Y. Ltd. Liab. Co. Law § 204 (2024).)
Name reservation. You can reserve an available business name for 60 days by filing an Application for Reservation of Name with the DOS. You can renew the name reservation before it expires. As of 2024, the filing fee to reserve a name is $20. (N.Y. Ltd. Liab. Co. Law § 205 (2024).)
Using an assumed name. You can do business under a name that's different from your LLC's real name listed in its articles of organization. This alternative name is sometimes called an "assumed name," "trade name," "DBA" (short for doing business as), or "fictitious business name." If your LLC uses an assumed name, you must file a Certificate of Assumed Name with the DOS. On the certificate, you'll need to indicate every county where you intend to do business. As of 2024, the filing fee for a Certificate of Assumed Name is $25. (N.Y. Gen. Bus. Law § 130 (2024).)
Once you have your name picked out, you can form your LLC. You can create a New York LLC by filing Articles of Organization with the DOS. The articles must include:
(N.Y. Ltd. Liab. Co. Law § 203 (2024).)
New York is relatively unique in its registered agent requirement. In New York, all LLCs must designate the secretary of state as their registered agent. You then provide an address where the secretary can forward any service of process upon your LLC. In addition to designating the secretary of state as your statutory registered agent, you can appoint another agent who can be served on behalf of your LLC. (N.Y. Ltd. Liab. Co. Law §§ 301 and following (2024).)
You can file your Articles of Organization online through the DOS's website or by mail. As of 2024, the filing fee for New York Articles of Organization is $200.
Within 120 days after your articles of organization become effective, you must publish a copy of your articles or notice related to the formation of your LLC in two newspapers. You must publish your copy or notice in newspapers in the county where your LLC will be located once a week for six consecutive weeks. Your county clerk will designate the newspapers that can fulfill this publication requirement.
After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. You must submit a Certificate of Publication, with the affidavits of publication of the newspapers attached, to the DOS.
As of 2024, the fee for filing the Certificate of Publication is $50. You'll likely need to pay publication fees to the newspapers as well.
(N.Y. Ltd. Liab. Co. Law § 203 (2024).)
Unlike most states, New York's LLC law requires LLC members to adopt a written operating agreement. Your operating agreement must contain provisions about:
(N.Y. Ltd. Liab. Co. Law § 417 (2024).)
You don't need to file your operating agreement with the state but you should put it in writing. Your operating agreement should also outline your LLC's management structure. For instance, will your LLC be managed by managers or by its members? You should also include a section about how the operating agreement can be amended.
In addition, it's a good idea to have a provision or separate agreement that details what happens when an LLC member leaves (whether voluntarily or involuntarily) or a new member wants to join. This provision or agreement is called a "buyout agreement."
Besides being legally required, having an operating agreement has other important advantages. An operating agreement can help preserve your limited liability by showing that your LLC is truly a separate business entity from its owners. In addition, investors and banks typically like to see an LLC's operating agreement when determining whether to invest or loan money to the company.
For help creating an LLC operating agreement, you can use our online LLC formation service.
Other tax and regulatory requirements might apply to your LLC. For instance, your LLC might need to obtain an EIN, apply for business licenses and permits, and register for business taxes.
EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if you'll have employees or you elect to have your LLC taxed as a corporation instead of a sole proprietorship (disregarded entity). You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.
Business licenses: Depending on your LLC's location and business activities, you might need to obtain certain licenses and permits from the state or local governments. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it's in an unincorporated area). For state licenses, use New York Business Express's Business Wizard. For further guidance on regulatory requirements for your business, read how to get a small business license in New York.
New York Department of Taxation and Finance. In some cases, for example, if you have employees or will be selling goods and collecting sales tax, you'll need to register with the New York Department of Taxation and Finance (DTF). You can register your LLC for multiple types of taxes through the New York Business Express website. In addition, if your LLC is a pass-through entity with income, gain, loss, or deductions from New York, you'll be responsible for paying an annual filing fee to the DTF. For more information on New York LLC tax registration, check out our article on LLC biennial report and tax filing requirements in New York.
Here are some other questions you might have about your New York LLC.
If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business.
To learn more about LLCs and decide if it's the right business structure for you, see our article on LLC basics.
Below are the fees (as of 2024) you might need to pay to form your LLC in New York:
Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online LLC formation service.
To learn more about the costs associated with forming and running an LLC, see our article on how much it costs to form an LLC.
Yes. You must file a Biennial Statement with the DOS every other year for your LLC. The report is due within the calendar month that your original articles of organization were filed.
You can file your statement online using the DOS's e-Statement Filing System. As of 2024, the filing fee for a biennial statement is $9.
(N.Y. Ltd. Liab. Co. Law § 301 (2024).)
Apart from biennial reports, your LLC will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your LLC might need to obtain and periodically renew any required general or special business licenses or permits. You'll be responsible for keeping track of these maintenance requirements to keep your LLC in good standing and legally compliant.
Starting in 2024, all LLCs were previously required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. However, in March 2025, after some constitutional challenges, FinCEN revised the BOI reporting rule so that the requirement only applies to companies created outside the U.S. So, if you form your LLC within the U.S., then you no longer need to worry about the BOI reporting requirement.
Yes. New York law requires that you create an operating agreement for your LLC. In addition to being legally required, an operating agreement can help protect your limited liability status, prevent financial and managerial misunderstandings among members, and ensure that you choose the rules that govern your business instead of your state's default rules.
New York, like most states, doesn't require businesses to have a statewide general business license. However, some cities require businesses to have an occupational license (or similar operating license) to do business within city limits. In addition, depending on your occupation, you and your LLC might need to apply for a professional or occupational license.
If you plan to sell taxable goods and services and collect sales tax, you'll need to obtain a certificate of authority from the DTF. Your business could also need to obtain other tax licenses and apply for local zoning and building permits.
See our article on New York business licenses for additional information.
Your business might need to pay various business taxes across multiple agencies. If you sell taxable goods or services, you'll need to pay sales tax to the DTF. If you have employees, you'll likely need to pay withholding taxes to the DTF and unemployment insurance tax to the Department of Labor.
If your LLC is taxed as a pass-through entity—that is, a partnership for a multi-member LLC and a disregarded entity for a single-member LLC—then the LLC members (owners) will pay taxes on their share of the LLC's income. In addition, LLCs taxed as a pass-through entity with income or loss from New York sources must pay an annual filing fee. The fee is calculated based on the LLC's income sourced from New York in the preceding tax year. Alternatively, you can elect to have your LLC taxed as a corporation.
You can register your business online for taxes via New York Business Express.
See our article on New York tax filing requirements for more details.
Yes. To do business in New York, all LLCs organized outside of the state (called "foreign LLCs") must register with the DOS. Like domestic LLCs, all foreign LLCs must designate the secretary of state as their registered agent. You can choose to appoint a New York registered agent in addition to the secretary of state.
To register your foreign LLC in New York, file an Application for Authority with the DOS. You must include a certificate of existence or similar document from your LLC's home state dated within one year.
You must apply by mail. As of 2024, the fee to register your foreign LLC in New York is $250.
(N.Y. Ltd. Liab. Co. Law §§ 801 and following (2024).)
See our article on how to qualify as a foreign business in New York for more detailed information.
Yes. For most formation purposes, a New York single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in New York are generally the same as those listed above.
Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.
Yes. If you provide a licensed professional service in New York and want to form an LLC, you can form a professional LLC (PLLC). New York refers to a PLLC as a "professional service LLC." In New York, a "professional service" is generally defined as any type of service that can be lawfully performed by a member of a profession within the purview of that profession.
To form a PLLC in New York, you must submit Articles of Organization (Professional Service) to the DOS. You must include a certificate from the regulating authority certifying that the LLC members and managers are authorized to practice in that profession. You'll also need to submit a copy of your articles to your regulating authority.
(N.Y. Ltd. Liab. Co. Law §§ 1201 and following (2024).)
Read our article on New York PLLCs for more details on the requirements and restrictions for a New York PLLC and step-by-step instructions on how to form one.
If you reach the point where it's time to close your business and cease all operations, then you'll want to properly dissolve your LLC to limit your liability for lawsuits and government fees. Your dissolution process will include notifying creditors, filing articles of dissolution, settling debts, and distributing assets.
Read our article on dissolving a New York LLC for an explanation of these steps.
Ready to start your LLC?
Frequently asked questions about starting and running an LLC, or limited liability company.
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