How to Form an LLC in New York
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
Before you officially file to create your New York LLC, you will need to decide who your New York registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.
State law requires every LLC to have a registered agent. The registered agent is designated when you file New York articles of organization with the New York Department of State - Division of Corporations, State Records and Uniform Commercial Code.
Our reliable registered agent service fulfills this requirement. You get:
- Same-day documents from our local office in Albany
- Immediate online access to state forms with our address and, where required, our signature
- Annual fees from $89 to $99 per state with no additional charges
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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 LLC must keep correct and complete books and records. Your filed articles of organization are the first documents for your LLC’s records. Your LLC will generate many other official records such as:
- Meeting minutes
- Operating agreement
- EIN verification letter
- Amendments and other filings made to the LLC throughout its lifetime
Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for LLCs to store records, track members and managers, and customize meeting notifications.
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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 Business License
Not required
General Business License licensure is not required on the State level in New York.
New York does not have a general business license at the state level, but local licenses are often required.
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Ongoing Filings to Maintain Your LLC
You must file federal and state tax returns.
Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for LLCs formed in New York, view the table below.
New York Corporation Annual Report Requirements:
Agency: New York Department of State - Division of Corporations, State Records and Uniform Commercial Code Form: The form is mailed from the New York Department of State to your principal office or registered agent.
Filing Method: Mail or online.
Agency Fee: $9
Due: Biennially by the end of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your biennial report is due every two years by March 31.
Law: New York Code - Business Corporation § 408.
Penalties: No late fee. Your corporation loses 'good standing' and is publicly marked 'delinquent' in the Department of State records. Your business can be dissolved or revoked.
Notes: - An officer, member, or manager may file.
- Original signatures are not required.
Fact Checked: 1/11/21
For more details, see our New York annual report information center page.
As your LLC grows, you will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your New York LLC, don’t let a missed annual report filing cause your new business to fall out of compliance.
Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your LLC’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.
Helpful Tools
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