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 LLC.


Paperwork
  • 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
Cost
  • Formation: $200 + optional $25-150 expedite fee
  • Publisher fees: ~$200, fees vary
  • Certificate of Publication: $50
Time
  • 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

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 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 Articles of Organization

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:

Articles of Organization

Instructions:

Forming a Limited Liability Company in New York

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:

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 Notice of Formation

A copy of the Articles of Organization or a notice of formation must be published in two newspapers for six consecutive weeks. The newspapers must be those designated by the county clerk of the county in which the office of the LLC is located. Fees vary by length of required copy and publication. Collect affidavits of publication from each newspaper.

Law:
NY LLC Law §206

More information: Publishing Requirement for NY LLCs

5 File Certificate of Publication

Within 120 days of formation, a Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State.

Submit to:
New York Department of State
http://www.dos.ny.gov/
Form:
Form DOS-1708-f-l: Certificate of Publication
Filing Method:
Mail
Fee:
$50
Law:
NY LLC Law §206
6 Establish Company Records

Your filed articles of organization and proof of publication are the first documents 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.

Submit to:
Internal Revenue Service
http://www.irs.gov/
Form:
IRS Form SS-4
Guidance:
IRS Pub 1635: Understanding Your EIN
Filing Method:
Mail, phone, fax, or apply online with the IRS
Fee:
$0
Turnaround:
Immediately online
Notes:
The IRS website is only available during certain hours. Print your EIN before closing your session.
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:

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