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.

Step-by-Step New York LLC Instructions

1. 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 search
   Name Reservation:	Optional
   Suffix:	Shall contain without abbreviation the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC".  NY LLC §204

2. 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.

3. 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:	ACCESS PREMIUM DATA
   Instructions:	ACCESS PREMIUM DATA
   Filing Method:	ACCESS PREMIUM DATA
   Agency Fee:	$200 + optional $25-150 expedite fee
   Turnaround:	ACCESS PREMIUM DATA
   Law:	NY Code - Limited Liability Company 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.

4. Publish

   Law:	NY LLC Law §206

5. File Proof of Publishing

   Agency:	New York Department of State - Division of Corporations, State Records and Uniform Commercial Code
   Form:	ACCESS PREMIUM DATA
   Filing Method:	ACCESS PREMIUM DATA
   Agency Fee:	$50
   Law:	NY LLC Law §206
   Original Ink:	ACCESS PREMIUM DATA
   Notarize:	ACCESS PREMIUM DATA

6. 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.

7. 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.

8. 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.

9. 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:	ACCESS PREMIUM DATA
   Filing Method:	ACCESS PREMIUM DATA
   IRS fee:	$0
   Turnaround:	ACCESS PREMIUM DATA
   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.

10. 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.

11. 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.

12. 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.

* Ongoing Filings to Maintain Your LLC
You must file federal and state tax returns. You must also file:
• New York LLCs are required to file a New York Annual Report.