Guide to Forming a New York LLC

How to Start an LLC in New York

LLC requirements vary state by state so it’s important that you are well-versed in New York laws before proceeding. Generally, it comes down to these steps:

1. Name your New York LLC
2. Appoint a registered agent in New York
3. File New York Articles of Organization
4. Create an Operating Agreement
5. Apply for an EIN
6. Meet the New York LLC Publication Requirement
7. File a New York BOI report

New York LLC Formation in 7 Steps

Starting an LLC in New York is relatively straightforward with our seven-step guide. It covers exactly what you’ll need to do. As you check off each task, you’ll be one step closer to getting your New York LLC up and running!

1. Name your New York LLC

You’ll first need to name your New York LLC. You’ve more than likely already given this some thought. Keep in mind that your LLC’s name can have big implications.

While you can always change a business name in the future, it’s best to pick one that will fit for years. You’ll want to pick a name that’s easy to remember and resonates with your customers.

Official Naming Requirements for New York LLCs

New York State has laws for naming an LLC that you can find on the Department of State’s website. Here’s a rundown of what to know according to New York Limited Liability Company Law § 204. We’ll be highlighting points that may be considered most important:

• The LLC’s name must be distinguishable from other LLCs, corporations, and limited partnerships (LPs) already on file with the New York Department of State.
• The LLC’s name must also be distinguishable from domestic and foreign LLCs, corporations, or LPs on file with the Department of State’s Division of Corporations.
• The LLC’s name must contain one of the following words/abbreviations:
  • Limited Liability Company
  • LLC
  • L.L.C.
• The LLC’s name can’t contain certain restricted and prohibited words, which can be found on the Department of State’s website, as well.

After you’ve chosen a name, make sure it isn’t taken. You can do this by using our New York business entity search tool. If everything looks good and the name you’ve chosen is available, you’ll next want to reserve it while you get your LLC set up.

Reserving a Business Name for Your New York LLC

In New York, you can reserve an LLC name to ensure that it’s available for your use when you’re ready to officially form your LLC. Reserving an LLC name in New York involves a straightforward process to secure the name you desire for your future LLC. To begin, conduct a name availability search on the New York Department of State’s Division of Corporations website to ensure that your desired name is unique and available for reservation. Once confirmed, download and complete an Application for Reservation of Name form, providing accurate information regarding your proposed LLC name and your contact details.

Alongside your application, prepare the required filing fee, which is $20 as of this writing (fees may vary, so verify the current amount on the New York Department of State’s website). Submit your application, either by mail or through available online filing options, to the designated address indicated on the form. After processing, your name reservation will generally be valid for 60 days, with the option to renew for additional 60-day periods if needed. It’s crucial to monitor the reservation’s status and expiration date, ensuring that you retain exclusive rights to your chosen name while you prepare to formally establish your New York LLC.

You can learn more about reserving your LLC name on the New York Department of State website.

Reserving a Domain Name for Your LLC in New York

This is also the perfect time to think about how your business name will translate on the internet. A domain name is your website address and can be used for your company email address, too.

You’ll want your domain name to be as close to your New York limited liability company’s name as possible to easily identify yourself.

Our domain name service can help you find and purchase a name for your LLC. In addition to all of this, we can also help you build a business website and provide domain name privacy. Once you get your business website up and running, you can reach a new group of customers online and promote the site through social media.

Getting a “Doing Business As” (DBA) Name for Your New York LLC

Once your New York LLC is registered with the state, you can do business under that name. However, if you plan to do business under a variation of that name or an entirely different name, you’ll need to file a Certificate of Assumed Name with the state.

An “assumed name,” also known as a New York DBA name, can be filed in New York for a fee or you can let us file it for you. The state recommends that the assumed name document be completed under the guidance of an attorney.

Trademarks and Your New York LLC

Another thing to consider is trademarking your limited liability company’s name in New York. Although trademarking isn’t required, it can add an extra level of protection that prevents other businesses from using your name.

Trademarks can be registered at the state and federal level:

• To register a trademark at the state level, reach out to the New York State Department’s Division of Corporations and State Records at (518) 474-4770.
• To register a trademark at the federal level, you can visit the U.S. Patent and Trademark Office website.

You should also conduct a trademark search to make sure the name you want isn’t already trademarked.

2. Appoint a registered agent in New York

Appoint a registered agent for your New York LLC. A registered agent is a person or business that receives important legal documents like service of process (lawsuits) on behalf of your LLC.

In New York, the Secretary of State acts as the registered agent for every New York LLC by default. This is required by state law. However, you can add an additional registered agent in your Articles of Organization.

Registered Agent Requirements

New York state law (NY LLC § 302) says that if you’re appointing a registered agent, the agent must be:

• A resident of New York or someone with a business address in New York.
• A New York corporation or LLC.
• A foreign (out-of-state) corporation or LLC authorized to do business in New York.

Can you be your own registered agent?

If you’d rather be your own registered agent, you can, but there are some things to consider.

• Availability: A registered agent should be available at their principal address during normal business hours. This makes it difficult to leave the office to run errands, meet up with potential clients, etc.
• Avoiding Embarrassment: If a lawsuit is filed against your business, you could have papers served to you at your office in front of clients. Obviously, that could be bad for business.

Do I need to keep the New York Secretary of State as my registered agent?

In accordance with New York law, the Secretary of State is named as an LLC’s registered agent by default. However, if you’d like, you can name an additional one in your Articles of Organization. You can even name yourself as your LLC’s registered agent but this responsibility may be best for someone else.

If your registered agent ever has to change their address, they’ll need to file a ​​Certificate of Change of Address of Registered Agent in accordance with Chapter 4, Article 8, Section 805-A of the state’s Business Corporation Law. This is for domestic companies.

Why use a registered agent service in New York?

Knowing that the state will take care of delivering legal notices to you, why would you want to use a registered agent service like ours instead? Well, there are a few reasons:

• When you’re being sued or have another important notice, you’ll want to know as soon as possible. The Secretary of State says it will promptly deliver such notices to you, but it doesn’t define “promptly.” Some registered agent services (like ours at ZenBusiness) will call and email you on the same day.
• The state charges a statutory fee for serving process of $40. If you receive multiple notices, this could add up. Our registered agent service doesn’t charge any additional fees if you receive multiple service of process notices within a given time frame.
• Receiving notices from a registered agent service can also help keep you organized. Our service allows you to save notices and documents in an online dashboard where you can easily store and access them.

3. File New York Articles of Organization

File your Articles of Organization with the New York Department of State’s Division of Corporations, State Records, and Uniform Commercial Code.

Now that you’ve selected a name, you need to register your New York LLC. Filing your New York Articles of Organization certificate legally forms your LLC in New York. It provides the government with vital information about your business for the state’s records. The certificate acts as proof that your LLC was formed and exists as a business entity.

Filing official government documents like this can be confusing, which is why we’re here. With our business filing service options, we can handle the filing for you to make sure it’s done quickly and correctly the first time.

Create a NY.gov account to file Articles of Organization

You can file your Articles of Organization online, and many would argue it’s easier and faster. In order to do this, you’ll need to create a NY.gov account on New York’s Business Express website and pay a $205 fee. If you’d prefer to do so via mail, that option is also available.

Information needed for your New York Articles of Organization

In order to complete the Articles of Organization for your New York limited liability company, you’ll need to include the following information:

• Your New York LLC’s name.
• The county where the LLC will be located. The county must be in the state of New York.
• Your designation for service of process (registered agent). Remember that the New York Secretary of State is your registered agent by dault. If you want your own, list that person/entity in your Articles of Organization.
• Your name, both as a signature and in print.
• The filer’s information. This includes name and address. The Department of State will issue a filing receipt.

Check out the state of New York’s official page for forming a limited liability company for more information.

Member-Managed or Manager-Managed?

In New York, you have the option to make your LLC either member-managed or manager-managed. New York LLCs are automatically member-managed unless otherwise stated in their Articles of Organization in accordance with New York Limited Liability Company Law Chapter 34, Article 4, Section 401.

A member-managed LLC simply means that the members participate in the operation and management of the company. In a manager-managed LLC, the decision-making authority is granted to a manager. This person or persons may or may not be members of the LLC.

It’s best to discuss this topic with a business attorney for a clearer understanding of how it works.

How to expedite your New York LLC’s Articles of Organization

The average processing time in New York for an LLC’s Articles of Organization is typically seven business days. However, you can expedite this service for an additional fee with the Division of Corporations. The fee will depend on the processing time needed:

• $25 per document for processing within 24 hours.
• $75 per document for same-day processing.
• $150 per document for processing within two hours.

Payments must be made by check to the Department of State. Handling fees for expedited service are not required for online filing.

When does my LLC’s formation become effective?

In accordance with New York LLC Law Chapter 34, Article 2, Section 203, an LLC is officially formed at the time that its Articles of Organization are filed with the Department of State or any later time specified in the Articles not exceeding 60 days from the date they were filed.

The state recognizes the Articles of Organization to be “conclusive evidence of the formation of the limited liability company as of the time of filing or effective date if later, except in an action or special proceeding brought by the attorney general.”

If they don’t need or want their company formed right away, some entrepreneurs select a future filing date in order to save time and money on biennial reports and tax filings by waiting until January 1 of the coming year. This is to avoid having to file taxes on the LLC in the current calendar year.

We offer a delayed filing service that’s quite simple to use. You’ll get the option of delaying your LLC’s effective date for an extra fee. Note that this service is only available from October to January.

Monitor your business documents

If you have us handle filing your Articles of Organization, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard where you can keep it and other important paperwork digitally organized.

Once you get your physical paperwork back from the state approving your new LLC, you’ll want to keep it in a safe location along with your other important documents, such as your operating agreement, member certificates, contracts, compliance checklists, transfer ledger, etc.

4. Create an operating agreement

Draft an operating agreement to detail how your New York LLC will be organized and run. A New York LLC operating agreement (OA) is a legally binding document that all members of an LLC agree on and sign.

According to New York’s LLC law, your LLC operating agreement can be entered into by members before, at the time of, or within 90 days of your Articles of Organization being filed.

This agreement outlines the rules, regulations, and procedures of your business operations. New York is one of the few states that legally require an OA to be drafted for an LLC.

The benefits of having a New York LLC operating agreement

If dealing with more paperwork sounds like a chore, then consider a few benefits of having an OA:

• Not having one can result in legal troubles since they’re required by law in the state (Section 417 of the state’s LLC law).
• It establishes how your New York limited liability company will be run.
• It can aid in your LLC’s limited liability status according to the U.S. Small Business Administration (SBA).
• It can help settle business disputes between the LLC’s members.
• It makes your company look more legitimate, making it easier to get funding through loans. Financial institutions often require an OA when applying for a loan or opening a business bank account.
• It can supersede New York’s default laws concerning LLCs.

What to include in your New York LLC operating agreement

If you’re wondering what to include in the OA for your New York LLC, you can start with the following:

• Any member limitations
• Each member’s rights and responsibilities
• Each member’s initial investment in the company
• Distribution of profits
• Voting rules for members
• Succession plans should a member leave, die, retire, etc.
• What events may cause the dissolution of the LLC
• How to handle dissolving the LLC
• How to amend the OA

You should also know that if you plan to dissolve the LLC, you’ll need to file Articles of Dissolution with the Department of State for a fee of $60.

✓ If you want to create an operating agreement but aren’t sure how to get started, then check out this guide. Make note that, if you decide to form your LLC with ZenBusiness, our plans include a customizable operating agreement template to save you time researching and crafting the agreement yourself.

Do I need an operating agreement if I’m the only owner?

If you happen to be the only owner of the LLC, you may think that an OA isn’t needed because, as the single owner, no one else will participate in the company’s operation. However, even if you’re the only owner, by law in New York, you still need to have an OA in place.

Along with the benefits mentioned above about having an OA, as a single member, you can lay out what’s to happen to the LLC if you die or become incapacitated and are the only member. You can grant ownership of the company to someone else or have it dissolved upon your death or incapacitation.

5. Apply for an EIN

Apply for an Employer Identification Number (EIN) to register your LLC with the federal government. You’ll have to do this with the Internal Revenue Service (IRS). An EIN is also known as a Federal Employer Identification Number (FEIN) and Federal Tax Identification Number.

An EIN is like a Social Security number for your business. Every New York LLC with employees or more than one member will need this nine-digit number. An EIN is required for tax purposes and financial paperwork, including filing New York state taxes, hiring new employees, and opening company bank accounts.

You can get your New York LLC’s EIN through the IRS website, by mail, or by fax. If you’d like to make things easier for yourself, you can use our EIN service.

6. Meet the New York LLC publication requirement

Lastly, you’ll need to meet the state’s publication requirement for LLCs. Once you’ve successfully filed your Articles of Organization, New York LLCs are required to publish a notice about the LLC’s formation within 120 days of the LLC’s effective date.

The notice must be published once each week for six consecutive weeks in two separate newspapers (one with daily circulation and one with weekly circulation). Newspaper designations are determined by the county clerk. The notice should include:

• The name of the LLC
• The date you filed your LLC’s Articles of Organization
• The LLC formation date (if different from the date you filed the Articles of Organization)
• The New York county where the LLC’s office is located
• A statement that the LLC designated the Secretary of State as an agent to receive service of process for the LLC
• The name and address of the LLC’s registered agent
• A statement that the LLC’s registered agent can receive service of process for the LLC
• The nature of the LLC’s business

After the final run of the publication notice, each newspaper will provide an Affidavit of Publication, which will need to be included with the Certificate of Publication. The Certificate of Publication needs to be submitted with the appropriate state filing fees to the Department of State for its review. Once approved, the Certificate of Publication package is returned with the state’s stamp of approval.

New York LLC Formation Notice Publication Costs

Costs typically range from $600-$1200 when you combine the New York county fees, newspaper advertising rates, and certificate filing fees.

7: File the Beneficial Ownership Information report

At the beginning of 2024, the Corporate Transparency Act introduced a new filing requirement for LLCs (and other small businesses): submitting the beneficial ownership information report (BOI). The Act aims to counteract financial crimes like money laundering by making it more difficult for organizations to use shell corporations to hide funds. 

Under the act, reporting companies like your new LLC are required to submit information about your beneficial owners. Beneficial owners can be anyone who exerts substantial control over the business, holds 25% or more of the ownership interests, or gets significant financial benefit from the business assets. 

At the federal level, you’ll need to submit the BOI report to the Financial Crimes Enforcement Network (FinCEN). It’s free to file, and you can file online or by uploading a PDF version of the form. On the form, you’ll be asked to provide the full name, address, and identifying information of each beneficial owner of your LLC. 

For new LLCs created in 2024, the report is due within 90 days of having your Articles of Organization approved by the state. LLCs formed prior to January 1, 2024, need to file by January 1, 2025. Finally, LLCs created in 2025 will have up to 30 days to submit their BOI. There is additional info on FinCEN’s website. 

If you need help completing this step, our BOI filing service can help.

New York’s Transparency Act

At the state level, you will eventually need to file a similar report; New York very recently passed the New York LLC Transparency Act, which is modeled after the Corporate Transparency Act. However, the state’s act doesn’t become effective until January 1, 2026. At that point, existing and new LLCs will need to file their state report, too.

After You Form Your LLC Business in New York

1. Register for New York State sales tax

If your business will be conducting sales that are subject to sales tax, then you’ll have to register with the New York Tax Department to obtain a Certificate of Authority. This certificate allows you to collect tax on these taxable sales. You can find more information on the state’s Department of Taxation and Finance website.

2. Open a business bank account with your EIN

Once you’ve secured an EIN, you’ll be able to open a business bank account. It’s critical to separate your business and personal accounts since it sorts your finances come tax season. Using a single account for business and personal purposes can complicate your taxes and make it more difficult to differentiate yourself from your business.

3. Consider filing as an S corp

The LLC model is one of the more popular ones due to its flexibility and tax benefits. LLCs are taxed as sole proprietorships if there’s only one member or as partnerships if there are multiple members. This can be an appealing feature because it avoids “double taxation.”

Double taxation involves paying taxes once at the business level and then again when income is paid to the company owners. LLCs can opt to be taxed as an S corporation (Subchapter S Corporation). Your LLC will still have pass-through taxation, and it can also offer the advantage of saving you money on self-employment taxes.

This allows you to be an “employee-owner.” You can split your income into your share of the company’s profits along with your salary. Doing this allows you to pay self-employment taxes on your salary but not your profits.

Two caveats of opting for an S corp status for your LLC are that this status is more difficult to get and you’ll catch some extra attention from the IRS, which has a tendency to scrutinize S corps closely.

You can find more tax-related information about New York S corporations on the state’s Department of Taxation and Finance website. As always, we encourage you to reach out to a tax professional for more information about how LLCs and S corporations are taxed.

NYS Tax Information

Understanding the taxation of a New York LLC is crucial when setting up your business in the state. LLCs offer flexibility in how they can be taxed, making it essential to consider the most suitable tax structure for your specific situation.

• Default Taxation as a Pass-Through Entity: By default, a New York LLC is treated as a pass-through entity for federal tax purposes. This means that the LLC itself doesn’t pay federal income taxes. Instead, the profits and losses “pass through” to the individual members, who report their share of the income or losses on their personal tax returns. This pass-through structure simplifies federal taxation and avoids the issue of double taxation that corporations face.
• State-Level Taxes: New York imposes state-level taxes on LLC members. The primary state-level tax for LLC members in New York is the New York State Personal Income Tax. Individual members of the LLC report their share of the LLC’s income on their personal income tax returns and are subject to state income tax rates. The tax rate is progressive, with higher earners paying a higher percentage of their income.
• Form IT-204-LL fee: New York’s Form IT-204-LL is a tax form designed for LLCs that elect partnership taxation at the federal level. This form is used to report the LLC’s income, deductions, credits, and other financial information for New York State tax purposes. The fee associated with filing Form IT-204-LL can vary depending on the LLC’s financial activity, such as its income and total assets. It’s important for LLCs to check the current fee schedule provided by the New York State Department of Taxation and Finance to determine the specific fee applicable to their filing. 
• New York City Taxes: If your New York LLC operates within the five boroughs of New York City (Manhattan, Brooklyn, Queens, the Bronx, and Staten Island), you may also be subject to New York City’s Unincorporated Business Tax (UBT). The UBT is an additional tax on business income earned within the city and is separate from the state-level taxes.
• Sales Tax: If your LLC sells tangible goods or certain services in New York, you may be required to collect and remit New York State and local sales taxes. The tax rates can vary depending on the jurisdiction and the type of goods or services sold.
• Other State Taxes: Depending on your business activities, you may be subject to other state-level taxes, such as employment taxes for businesses with employees and corporate franchise taxes if your LLC elects to be taxed as a corporation.
• Choice of Federal Taxation Election: New York LLCs have the option to elect a different federal tax status if it better suits their business needs. For example, an LLC can choose to be taxed as an S corporation or a C corporation by filing the respective IRS forms. Each option has its own tax implications and requirements, so it’s important to consult with a tax professional to determine which election is most beneficial for your LLC.

Navigating the tax landscape for your New York LLC can be complex, and the choice of tax structure can significantly impact your financial responsibilities and benefits. To make informed decisions, it’s advisable to consult with a qualified tax professional who can assess your specific circumstances, help you understand the tax implications, and guide you toward the most tax-efficient approach for your LLC’s success.