How to Start an LLC in New York
A New York limited liability company (LLC) is a business entity that offers strong liability protection, flexible management structure, and certain tax advantages. To start an LLC in New York, you’ll need to file Articles of Organization with the New York Department of State's Division of Corporations, pay the $200 filing fee, and publish notice of your LLC in two New York newspapers. But first, you should choose a name and a registered agent for your LLC. The Department of State can take between a day and a month to process your formation paperwork after receiving it, depending on how you file. Fulfilling the publication requirement will take at least six weeks. Sound complicated? It is. But we'll take you through it.
Ready to Start an LLC in New York?
Get Started
Name Your LLC
Designate a Registered Agent
Submit LLC Articles of Organization
Publish your LLC
Write an LLC Operating Agreement
Get an EIN
Open a Bank Account
Fund the LLC
File reports + taxes
1. Name Your LLC
First things first: you need a name for your LLC. New York’s rules for naming your LLC are outlined in NY LLC L § 204, but basically, your LLC’s name must:
- Include either “limited liability company,” “L.L.C.,” or “LLC.”
- Be unique among registered business names in New York.
- Not contain any of New York’s prohibited or restricted words or phrases.
Already have a business name? Check to see if it’s available.
Can I reserve a business name in New York?
Yes. If you’re not quite ready to start an LLC but you know what you’d like to name it, you can reserve your business name in New York for 60 days. To do so, you’ll need to file the Application for Reservation of a Name with the New York Department of State and pay the $20 filing fee. Once your reservation is approved, the Department of State will send you a Certificate of Reservation. You’ll attach your Certificate of Reservation to your Articles of Organization when you’re ready to form your LLC.
What’s the difference between my LLC’s name and an assumed business name?
Your LLC’s name is it’s official name—the one listed on your Articles of Organization. An assumed business name (also sometimes called a DBA or FBN), is any name other than your LLC’s name or your own legal name under which you do business. New York requires anyone using an assumed business name to register with the Department of State by filing a Certificate of Assumed Name. For an LLC, registering an assumed business name costs $25.
2. Designate a Registered Agent
A registered agent is someone you appoint to accept important legal mail (like a subpoena, complaint, or summons) on behalf of your LLC. In New York, the Department of State is automatically appointed as the registered agent for every LLC. This means that if your LLC is ever served with legal mail, the Department of State will accept it and forward it to your business.
However, many LLCs in New York choose to appoint a second registered agent to ensure legal mail is forwarded quickly. To go this route, you’ll need to know your registered agent’s name and address before you fill out your Articles of Organization.
Learn why the pros use a registered agent service.
What does a registered agent do?
The requirements for a registered agent in New York are outlined in NY LLC L § 302. At a minimum, any registered agent appointed in addition to the New York Department of State must:
- Have a physical address in the state of New York.
- Be present at that address during regular business hours.
- Accept legal mail on behalf of your LLC and get it to you fast.
Can you be your own registered agent in New York?
Yes, but you’ll need to list your name and address on the public record and be present at that address during regular business hours. If you’re okay with that, you can be your own registered agent.
Can I change my registered agent after I start an LLC?
Yes. You can change your registered agent in New York anytime by filing the Certificate of Change form with the New York Department of State. Changing your registered agent in New York costs $30.
3. Submit LLC Articles of Organization
To make your LLC official, you’ll need to complete a form called Articles of Organization. Once you’ve completed the form, you’ll submit it to the New York Department of State, Division of Corporations by mail, fax, online, or in person with the $200 filing fee.
Note: All of the information on this form will become part of the public record.
To fill out the paper form, you’ll need to provide the following information about your LLC:
- Company name. Include an indicator like “LLC.”
- County. This is the county where the LLC sits and where you’ll need to meet the publication requirement.
- Registered office. The name and New York address of someone who will accept your LLC’s legal mail.
- Organizer name and address. Anyone you authorize to sign and submit this form to the state.
If you file online, you can also provide the following optional information:
- Purpose. Tick this box to include a general business purpose in your articles.
- Management structure. Indicate whether your LLC will be managed by members or managers.
- Effective date. Add a date to delay the start of your LLC for up to 60 days or skip.
- Dissolution date: Add an end date to your LLC if you want it to dissolve on a certain day or choose “perpetual existence” for your LLC to last indefinitely.
- Liability statement. Add a clause stating that the LLC will compensate members or managers for expenses connected to proceedings against the LLC or skip.
How can I keep my personal information off the public record?
Once your address is posted somewhere online (like the New York Department of State website), there’s no taking it back. Marketers will find your information and sell it. It’s what they do.
The best way to keep your personal information private is to keep it off this filing altogether. How do you do that? Hire a registered agent who will allow you to use their business address on this form (like us).
What’s the difference between a member-managed and manager-managed LLC?
In a member-managed LLC, members (owners) handle the LLC’s day-to-day operations. This includes opening business bank accounts, entering into contracts, and hiring employees, among other tasks. In a manager-managed LLC, the members appoint or hire managers to run the business.
For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.
How do I file the New York Articles of Organization?
You can submit your articles by mail, fax, online, or in person.
Mail and In Person:
New York Department of State
Division of Corporations, State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Avenue
Albany, NY 1231-0001
Fax:
(518) 474-1418
4. Publish your LLC
After filing Articles of Organization, you have 120 days to meet the New York publication requirement. To satisfy Section 206 of the New York Limited Liability Company Law, your LLC must publish a legal notice:
- in two newspapers (one weekly and one daily)
- for six consecutive weeks
- in the county where your principal business address is located.
After six weeks, the newspapers will mail you an Affidavit of Publication—proof that you’ve published. You’ll send the Affidavit of Publication to the New York Department of State, along with a Certificate of Publication and the $50 filing fee.
Sound like a migraine waiting to happen? We can do it for you. See our NY LLC Publication Guide.
How much does it cost to publish an LLC in New York?
It depends. Publication fees can vary widely among newspapers, and you need to publish in the county where your principal office address is located. In New York City, publication fees can cost upwards of $1,000. In Albany, where our office is located, publication fees are closer to $100. Hiring us (and using our business address) can save you a lot of money on the publication requirement.
How do I publish my LLC in NY?
Publishing your LLC in New York isn’t that different from advertising a garage sale in the classifieds. Essentially, you’re buying an inch or so of newspaper space to announce the formation of your LLC to the public. You’ll need to hire two newspapers (one weekly and one daily) in the county where your business address is located to publish notice for six consecutive weeks. That notice should include:
- Your LLC’s name, address, and county.
- The date you filed your Articles of Organization.
- Your registered agent’s information.
- A short description of your business activity.
- Your LLC’s end date (if you have one).
5. Write an LLC Operating Agreement
An operating agreement is a contract between you and the members of your LLC that establishes the rules and structure of your business. It specifies how voting works, how membership interest is transferred, how profits and losses are allocated, and how the operating agreement itself may be amended. It’s your LLC’s go-to source for resolving internal disputes.
Contact a lawyer or check out our New York State Operating Agreement Template.
Does New York require an LLC to have an operating agreement?
Yes. NY LLC L § 417 (2019) requires LLCs in New York to adopt a written operating agreement within 90 days of formation. It’s an important step that can’t be skipped.
What should be included in an operating agreement?
An operating agreement needs to cover all the ways your LLC will function—including how decisions are made and who will get to make them. Here is a list of common topics covered by operating agreements:
- the allocation of profits and losses
- initial investments
- voting rights and decision-making powers
- management
- how membership interest is transferred
- dissolution
Does a single-member LLC need an operating agreement?
Definitely. It may seem odd to enter into an agreement with yourself, but you need an operating agreement to open a bank account and—should you ever face a lawsuit—reinforce your LLC’s limited liability.
6. Get an EIN
An Employer Identification Number (EIN or FEIN) is used by the IRS to identify your business on tax filings. You can apply for an EIN directly from the IRS for free. Applying online is the fastest way to obtain an EIN, but you’ll need to use the paper form if you don’t have a social security number.
Do I need an EIN for my New York LLC?
Yes. Getting an EIN is only legally required for LLCs that have employees or opt to be taxed as a corporation. However, just about every bank requires an EIN to open a business bank account. Plus, if you have an EIN, you won’t need to provide vendors or other third parties with your own social security number.
What To Do After Forming Your New York LLC
7. Open a Bank Account
Your LLC needs a bank account. Why? An LLC has limited liability because it’s a distinct legal entity, separate from its members. Mixing personal and business finances erodes the separation between your LLC and yourself and puts your LLC’s limited liability in jeopardy.
To open a bank account for your New York LLC, you’ll need to bring the following to the bank:
- New York LLC Articles of Organization (a copy is fine)
- the LLC’s operating agreement
- the LLC’s EIN
- an LLC Resolution to Open a Bank Account (if your LLC has more than one member).
If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.
8. Fund the LLC
Next, every member should make an initial contribution to pay for their membership interest. Usually, members make contributions the good old fashioned way—with money. But sometimes, members make contributions in the form of property or services. Keep in mind that contributing property or services to an LLC can trigger tax events.
What is LLC membership interest?
Membership interest is your percentage of ownership in the LLC. Typically, your membership interest determined by your initial investment. For example, if four members each invest $10,000 in an LLC and the fifth member invests $60,000, the first four members will each hold 10% membership interest and the fifth will hold 60%. Membership interest is often directly related to voting power.
9. File State Reports & Taxes
Every other year, New York LLCs must file the Biennial Statement with the New York Department of State. The purpose of this form is to keep the state up-to-date on who runs your LLC and how to contact your business. The Biennial Statement costs $9 to file. New York LLCs also need to pay an annual filing fee.
Tired of paperwork? Let us file your Biennial Statement for you.
When is the New York Biennial Statement due?
The Biennial Statement is due every other year, by the end of the month during which you originally formed your LLC. So if you filed articles in Jun of 2021, you’ll need to file your Biennial Statement by the end of June 2023.
How are New York LLCs taxed?
Your New York LLC will need to be an annual filing fee based on your LLC’s gross income. The fee ranges from $25 for LLCs with gross income $100,000 or less to $4,500 for LLCs with an income of more than $25,000,000.
Otherwise, LLCs in New York with default tax classification are taxed as pass-through entities. This means that profits “pass through” the LLC itself and are distributed to the owners (members), who then report the profits as earnings on their personal tax filings. A New York LLC’s profits are subject to the federal self-employment tax rate (15.3%). LLCs can file paperwork with the IRS to be taxed as an S-corp or C-corp.
Learn more about S-Corp Vs LLC tax designation.
Do LLCs need to register with the New York Department of Taxation and Revenue?
Yes. After filing Articles of Organization with the New York Department of State, the Department of Taxation and Finance will send you a questionnaire requesting the information needed to create your account.
