How to Form an LLC in New York
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This guide to starting an LLC in New York provides step-by-step instructions on filing formation documents, obtaining tax IDs, and setting up company records.
Overview
LLCs are the most popular business structure because they are inexpensive to form, provide flexibility to the owners, and are easy to run. Forming your LLC legally establishes your business, limits your personal liability, and gains tax flexibility. The following step-by-step will help you as you undertake this process.
Fast Facts: Your Budget and Timeline
Here is an overview of the total paperwork, cost, and time it takes to form an LLC in New York. Be sure to read the final step in this guide - "Ongoing Filings" - to understand your ongoing costs to maintain a compliant New York LLC.
- Form DOS-1336: Articles of Organization
- Publishing affidavits
- Form DOS-1708-f-l: Certificate of Publication
- Operating Agreement
- IRS Form SS-4: Obtain an EIN
- Formation: $200 + optional $25-150 expedite fee
- Publisher fees: ~$200, fees vary
- Certificate of Publication: $50
- Formation: ~14 business days. Within 24 hours for $25 expedite fee. On the same day for $75 expedite fee. Within 2 hours of receipt for $150 expedite fee.
Step-by-Step New York LLC Instructions
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Check Name Availability
The legal name of your LLC may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: New York Department of State - Division of Corporations, State Records and Uniform Commercial Code
Name searchName Reservation: Optional Suffix: Shall contain without abbreviation the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC".
NY LLC §204 -
Appoint a Registered Agent
Identify the LLC’s New York registered agent. This individual or company receives notice of lawsuit and other legal service for the LLC.
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File New York Certificate of Formation
File the articles of organization to create your limited liability company.
Agency: New York Department of State - Division of Corporations, State Records and Uniform Commercial Code Form: Instructions: Filing Method: Mail, in-person, fax, or online
Agency Fee: $200 + optional $25-150 expedite fee
Turnaround: ~14 business days. Within 24 hours for $25 expedite fee. On the same day for $75 expedite fee. Within 2 hours of receipt for $150 expedite fee.
Law: Notes: - An LLC may organize for any lawful business purpose or purposes.
- Professional service LLCs have different formation requirements.
- If faxing, use the Credit Card Authorization form.
- The NY Division of Corporations accepts check, money order or credit card.
- The Department of State will issue an official filing receipt that contains the filing date, which is also the date of formation.
Fact Checked: 6/13/17 -
Publish
Law: -
File Proof of Publishing
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Establish Company Records
Your filed articles of organization are the first document for your limited liability company records. Your LLC will generate many other official records such as your operating agreement, meeting minutes, and your EIN.
Office supplies intended for an LLC will help you stay organized and save time. Membership certificate templates should come with your company record book. Each owner receives a membership certificate as evidence of his or her ownership in the LLC.
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Create the Operating Agreement
In New York, the members of an LLC are required to adopt a written operating agreement (NY LLC Law §417). The operating agreement may be entered into before, at the time of, or within 90 days after the filing of the Articles of Organization.
Draft an Operating Agreement (potentially using a template) which is the governing document for the LLC. It defines the formalities of how the LLC will run itself such as holding an annual meeting. You will review and adopt the agreement at your organizational meeting.
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Hold the Organizational Meeting
The first meeting of the members of the LLC is the organizational meeting. You will need your filed articles of organization and your operating agreement in order to conduct this meeting. Keep minutes of this meeting and store them in your company record book.
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Get a Federal Employer Identification Number (EIN)
If your LLC has more than one member or will hire employees, it must obtain an EIN. An EIN is also often required to open a bank account.
Agency: Internal Revenue Service (IRS) Form: Filing Method: Mail, phone, fax, or online.
IRS fee: $0
Turnaround: Immediately online or by phone. 4 business days by fax. 4-5 weeks by mail.
Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. For additional guidance, see IRS Pub 1635: Understanding Your EIN.
Fact Checked: 8/28/19 -
Get New York State Tax Identification Numbers/Accounts
New York does NOT offer a consolidated state tax registration application. Register for individual tax accounts that apply.
- Guidance:
- Pub 20: New York State Tax Guide for New Businesses
- Submit to:
- NYS Department of Taxation and Finance
http://www.tax.ny.gov/"
If your organization conducts activities in New York City, register for city taxes with the The City of New York Finance Commissioner.
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Consider Electing S-Corp or C-Corp Taxation
By default, your LLC receives pass-through taxation and the vast majority of LLCs keep this tax classification. Some LLCs benefit from electing S-Corp or C-Corp tax treatment:
- S-Corp treatment can help owner-employees who earn more than ~$75,000 per year save on self-employment taxes. File Form 2553: S-Corp Election.
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment. File Form 8832: C-Corp Election.
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Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
- New York LLCs are required to file a New York Annual Report.
You must file federal and state tax returns. You must also file:
