Online New York LLC FAQ

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How do I form a New York LLC?

In New York, you create an LLC by filing "articles of organization" with the Department of State's office and paying a filing fee. You'll also need an LLC operating agreement, though it doesn't need to be filed with the Department of State. Your operating agreement explicitly states the rights and responsibilities of the LLC owners (and managers, if applicable). An operating agreement clarifies the business arrangement between the owners and governs how your LLC will be run. If you don't create a written operating agreement, the LLC laws of your state will govern the inner workings of your LLC.

After the articles of organization filing is accepted by the Department of State and you have an operating agreement, your LLC is official, but you will still need to obtain the licenses and permits that all new businesses must have to operate. These may include a business license (sometimes also referred to as a "tax registration certificate"), a federal employer identification number, a seller's permit, or a zoning permit. Forming an LLC does not exempt you from any of these requirements that apply to all businesses.

For more information, see the Licenses & Permits for Your Business area of Nolo's website.

To begin creating your New York LLC, visit the Online New York LLC page at the Nolo website.

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How much will it cost to form my New York LLC?

The price of Nolo's Online New York LLC formation service varies depending on your needs. To compare the prices of Nolo's three New York LLC packages, see the pricing and package details page.

Nolo's Basic Service. The lowest priced package is Nolo's Basic Service, which includes preparation of the articles of organization and regular filing, and will take up to two weeks.

Nolo's Standard Service. Our standard service package gets you all of the benefits of the Basic Service plus preparation of the IRS application for a tax ID (Form SS-4) and the Business Forms Bundle, containing 30 forms and contracts that every small business needs. Includes access to NoloCloud Legal Forms for business anywhere at any time from your account. Processing time is up to two weeks.

Nolo's Express Premiere Service. For these items plus Priority Rush Filing, a personalized LLC records book, membership certificates, and an LLC seal, choose Nolo's Express Premiere Service. With Priority Rush Filing, Nolo will submit your articles of organization to the Department of the State within one business day and you'll receive your final LLC documents two business days later.

You can also add one or more of the following services for a small fee: preparation of a customized operating agreement, registered agent service, accounting help, and/or business license advice.

Note that filing fees charged by the state are not included in our package prices. The Department of State charges $210 (this includes fees for expediting and a certified copy). This filing fee will be added to your total when you check out.

In addition, you will need to submit a biennial statement along with a filing fee of $9 within the calendar month of formation and every two years thereafter.

Please note that coupon codes are not applicable to LLC packages.

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How long will it take to form my New York LLC?

If you order the Basic or Standard package, we will file your paperwork with the New York Department of State within four to five business days and you'll receive your completed LLC documents two business days later.

If you order the Express Premiere package, we will file your paperwork with the New York Department of State within one business day. You will receive your completed LLC documents by email two business days later. Your LLC records kit will be sent directly from the manufacturer and you should receive it several days after the email with your final documents.

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How long do I have to work on my LLC formation?

You have 90 days to work on your LLC formation without purchasing it. Every time you work on your LLC formation through Nolo's Online Legal Forms, your answers are automatically saved in the system.

Once you complete and pay for your LLC formation, Nolo's Online Legal Forms will store your personal information for one year.

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What is the publication requirement for New York LLCs?

Within 120 days, your LLC must publish a notice containing the information in your articles of organization in two newspapers and submit a Certificate of Publication to the New York Department of State. The legal notice must run in the newspapers for six weeks, and it takes about three months for the entire process, including filing with the Department of State. If you neglect to comply with the publication requirement, you will be subject to a penalty from the Department of State.

As part of Nolo's formation service, you can opt to have our partner Vcorp Services prepare the legal notice, contact the specific newspapers that meet the unique requirements of each county, publish the notices for the required number of weeks, and submit a Certificate of Publication to the Department of State. The fees vary by county.

Will I have to pay taxes on my New York LLC?

Federal taxes. The IRS does not impose taxes on the LLC; LLC income is reported on the members' individual tax returns.

State taxes. Visit the New York State Department of Taxation and Finance's website at http://www.tax.ny.gov/ to learn about state LLC taxes in New York. You may also find it helpful to read Nolo's article on New York LLC Annual Filing Requirements.

Self-employment taxes. LLC members (owners) who are active in the business will probably have to pay self-employment taxes on their share of LLC profits—just as partners in a partnership do.

Fortunately, an LLC member can deduct, as a business expense, half of the self-employment taxes paid. (Members in manager-managed LLCs may not have to pay self-employment taxes if they are not active in the business; if you are in this situation, consult a tax adviser to see if you should pay self-employment taxes.)

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Can I form an LLC in a different state than the one in which my business will operate?

LLCs formed in New York are required to have a place of business in New York. If your business is located outside of New York, Nolo cannot create a New York LLC for you.

If you were to form an LLC out of state, say in Delaware, you would still need to qualify your LLC to do business in your home state—and this means you'll have to file additional paperwork and pay additional fees. For more information on whether you'll need to qualify to do business in certain states, read Nolo's article Qualifying to Do Business Outside Your State on Nolo's website. Note that if you don't register to do business in another state when required, you won't be able to enforce contracts in that state.

Also, be ready for some state tax complications if you form your LLC in a state that's different from the state where all of its members live. For one thing, the LLC members might have to pay personal income taxes in the other state on LLC income. (At best, you might get credit for those taxes in your home state and not have to pay twice. At worst, you might have to pay taxes you wouldn't have had to pay at home.) Other state taxes vary from state to state, and might influence your choice of location for an LLC. An LLC—like any business—has to pay franchise taxes, sales and use taxes, other transaction and excise taxes, and employment, property, and transfer taxes.

In addition, in most states, you need to maintain a registered agent in the state where you form your LLC. To avoid these hassles, most smaller LLCs that will operate in only one state form their LLC in their home state. For more information, read Nolo's article Where to Form Your LLC.

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How can an LLC be ended after it has been formed?

Like a corporation, an LLC is meant to be a permanent legal entity, and it will exist—and incur taxes and fees, whether or not you are actively operating a business—until you take legal steps to dissolve it. If you decide to discontinue business as an LLC, you must file a certificate of cancellation and possibly a certificate of dissolution with the Department of State. For specifics, see the Department of State's website at http://dos.state.ny.us/. For general information on closing a business, read the article Closing Your Business: What You Need to Do on Nolo's website.

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What happens after I pay?

Note: You will receive a confirmation email that includes the following information.

Your articles of organization will be generated and filed with the Department of State. Turnaround times vary according to the package you choose.

If you ordered Nolo's Express Premiere Service, your LLC records binder and company seal will be sent to you independently, directly from the manufacturer.

As soon as your filing is complete, we will email you your final LLC documents, including your customized operating agreement (if you ordered one) and instructions on a few more steps you need to take, including holding an initial meeting of your members or managers and submitting your biennial statement to the Department of State.

After completing your purchase, you may no longer go back and change your answers because your order is being processed. You may, however, view your answers by signing in to your Nolo account at www.nolo.com/products/customer/account/login, clicking on My Account, and clicking on New York LLC.

Once we send your documents to the Department of State, we cannot refund your state filing fees and other third-party costs, such as courier and delivery services, should you decide to cancel your order. If you have questions, please let us know here.

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What if I want to change the information I gave you for my new LLC?

You have 90 days to work on your LLC formation documents without purchasing them. Every time you work on your LLC formation through Nolo's Online Legal Forms, your answers are automatically saved in the system.

After completing your purchase, you may no longer go back and change your answers because your order is being processed. You may, however, view your answers by signing in to your Nolo account at www.nolo.com/products/customer/account/login, clicking on My Account, and clicking on New York LLC.

Nolo's Online Legal Forms will store your personal information for one year after you pay for your LLC formation.

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Where can I learn more about LLCs?

To learn more about limited liability companies, visit the Limited Liability Company area of Nolo's website or read Nolo's Quick LLC: All You Need to Know About Limited Liability Companies, by Anthony Mancuso.

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