You’ve probably landed here because you’re ready to turn your dream of starting a business into a reality and are wondering what to do next to make it happen.
We understand that this process can feel overwhelming, so we’ve compiled all of the information you need in one place. Follow our helpful step-by-step guide below and find the answers to your questions about starting an LLC in New York.
The 6 steps to form an LLC in New York:
To start an LLC in New York, you’ll have to file your Articles of Organization through the New York Department of State website. However, before you do so, you’ll need to decide on a name for your business, appoint a registered agent, and create an Operating Agreement, as it is a requirement in the state of New York.
While the process is relatively straightforward, this step-by-step guide will break down each step so that you don’t miss any necessary paperwork, fees, or licensing that might be required to start your New York LLC officially.
As you check off each task, you’ll be one step closer to getting your New York LLC up and running.
Step 1: Name Your New York LLC
The very first step in starting a New York LLC is picking a name. More than likely, you’ve probably given this some thought before you decided to file an LLC. What do you want to call your business? It’s a simple question, but it has big implications. While you can always change a business name in the future, it’s best to pick a name that will endure. Especially if you’re creating a consumer-facing business, you’ll want to pick a name that’s easy to remember and resonates with your target audience.
When you think you’ve found a name, you’ll want to ensure that it’s not already taken. To do this, go to the New York Department of State’s website and access the Corporation and Business Entity Database. Here you can run a search for business entity names and learn if a name you want to use is already on file or pending for processing.
It’s important to note that New York LLC law requires LLC names to end with one of the following designators:
- Limited Liability Company
Additionally, it must be a unique name that can’t be misinterpreted as an existing business name. Some words and phrases are prohibited or restricted depending on the type of goods or services that your LLC will offer.
Once you’ve found an available name, you might not be ready to take the next step and file your Articles of Organization right away. New York gives you the option to reserve a name by submitting an Application for Reservation of Name.
This process costs $20 and places a 60-day hold on your intended name, preventing any other entities from using it to register their businesses. You’re also allowed to request up to two extensions on the Application for Reservation of Name — which will cost an additional $20 each.
You will have to forward your application to:
New York Department of State, Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
However, it’s important to note that reserving a name doesn’t mean that New York has approved your name request. It only prevents other LLC registrants from using your intended name when they submit their LLC forms.
This is also the perfect time to think about how your business name will translate to use 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 LLC name as possible, so it easily identifies you to your customers.
You’ll need to do a domain name search to see what is available to use. Once you’ve decided on a name, take advantage of ZenBusiness services to easily register your domain name. We can also take care of reserving your LLC name.
Once your 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 “doing business as” or DBA name, can be filed in New York for $25. The state recommends that the assumed name document be completed under the guidance of an attorney.
Another thing you’ll need to think about is whether you want to register a trademark in New York. A trademark is a word, name, symbol, or a combination of any of these that businesses use to identify their goods or services. Trademarks are useful in advertising and marketing. They help consumers to recognize your products and set you apart from competitors.
Trademark registration can add another level of protection to your LLC’s name. The state doesn’t require you to register a trademark, but you can do so by mailing a trademark application with a $50 fee to:
New York State Department of State, State Records
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231-0001
You can also register your trademark at the federal level for broader protection. You’ll need to research existing trademarks with the United States Patent and Trademark Office (USPTO) to ensure what you want to use is available. The cost to register varies depending on which filing service you choose.
The Trademark Electronic Application System (TEAS) Plus filing fee is $225 per class of goods/services. This application is used when you can fully complete the application at once. The government provides a discount to encourage this streamlined process. The TEAS Standard filing fee is $275 per class of goods/services. This application is used when you don’t have all the details yet for your trademark use, but you’ll provide them to the USPTO at a later date.
Step 2: Appoint a Registered Agent in New York
A registered agent is a person or entity that receives tax notifications, compliance information, and service of process (lawsuits) on behalf of your LLC.
In New York, the Secretary of State acts as the registered agent for every LLC. This is required by state law. However, you can list an additional registered agent on your Articles of Organization, a document that you’ll learn more about in the next step.
You can appoint yourself as the company’s additional agent, but this may not be the best move. It can be time-consuming to keep up with all the legal paperwork and stay organized while trying to launch and run a new business. Hiring an outside registered agent service like ZenBusiness comes with many benefits. For example, an agent acting on your behalf can:
- Help shield your private address and information from becoming public record
- Ensure you meet all New York state requirements for an LLC
- Offer consistent availability to receive documents during regular business hours
- Provide discretion by receiving legal documents away from your place of business
You may also be able to save money on publishing notices to fulfill the publication requirement, as detailed in step six. The amount of savings depends on the county in which your registered agent resides since advertising costs are much cheaper in some counties.
Step 3: File New York Articles of Organization
Now that you’ve selected a name, you need to register your New York LLC. Filing your 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.
New York is a very user-friendly state, allowing hopeful business owners to register and file all of their initial required documents online. Although, if you’re not comfortable with filing your LLC online, you can download a printable Articles of Organization, fill it out in black ink, and mail it in for filing. Send your completed Articles of Organization document and a nonrefundable $200 filing fee to:
Department of State
Division of Corporations, State Records, and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave
Albany, NY 12231
For first-time or domestic limited liability company filers who opt to file online through the New York State website, you can expect that it will take roughly seven business days for your application to be processed. It is a very straightforward process that guides you through all of the necessary information that must be included in your Articles of Organization. But there is a $200 processing fee, which is payable via credit card at the end of the process. Expedited services are available and range between an additional $25 to $125, based on the following speeds:
- LLC processing within 24 hours: $25
- LLC processing same-day: $75
- LLC processing within two hours: $150
To create an LLC online through the New York state website, you’ll need to create a New York Gov ID account. Once this is complete, you’ll continue through the following steps:
- Name determination: Enter your desired name, and the state’s database will confirm if it’s available or redirects you if not. Remember, it must contain “Limited Liability Company,” “LLC,” or “L.L.C.” in the name.
- Name verification and county: This portion of the New York LLC registration confirms that you have selected the correct name. It will ask you if it includes any foreign or non-English words or phrases. You will also need to confirm which county within New York your business will operate in. There are also two optional clauses you can check. Both are prefilled and require checking a box. The first affirm that you are over the age of 18. The second confirms that your LLC is not required to receive consent from a state official or governing body before beginning operations.
- Service of process/registered agent: You need to create a file of who should be contacted in the event of a lawsuit and where that suit should be sent. In New York, the Secretary of State is always the registered agent for every LLC. However, as mentioned above, you can list an additional registered agent. Important note: New York requires you to publish notification of your LLC’s formation (see step 6 below), which can be quite expensive depending on where your registered agent’s address is. Having your registered agent’s office in a less expensive county for publication could save hundreds of dollars.
- Optional statements: Here, you can choose to add optional statements that designate who is authorized to manage your LLC.
- Organizer attestation: In this section, you’ll list the details of the organizer (the person creating the filing). This includes the organizer’s name and address. If you’re using the same address that was previously provided in the name verification and county section, you can click “Use of Service of Process Address” to auto-populate these fields. You’ll also include a typed version of the organizer’s signature.
- Filer attestation: This is the final step in submitting your New York LLC Articles of Organization before you must submit payment. You will include the filer’s name and address. You’ll have the option to choose between prepopulating the address fields with either the service of process address or the organizer address if the two are different. You’ll also include an email address and re-enter it for confirmation.
Step 4: Create an Operating Agreement
An Operating Agreement is a legally binding document that all members of an LLC agree on and sign. According to New York state law, your LLC Operating Agreement can be entered into by members before, at the time of, or within 90 days after the filing of your Articles of Organization. This agreement outlines the rules, regulations, and procedures of your business operations. A solid Operating Agreement should also document:
- Any member limitations
- Each member’s rights and responsibilities
- Each member’s initial investment in the company
- Distribution of profits and losses
- Voting rules for members
- Succession plans should a member leave
- What events may cause the dissolution of the LLC
- How to handle dissolving the LLC
- How to amend the agreement
An Operating Agreement makes it clear to everyone from the start how your business will be run. Should there be an issue, such as a management dispute, you can turn to the agreement to help resolve it.
Step 5: Apply for an EIN
The next step in your New York LLC formation is obtaining a Federal Employer Identification Number (FEIN), also known as an Employer Identification Number (EIN) or tax ID number.
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 taxes, hiring new employees, and opening company bank accounts. To obtain your EIN, you must call the IRS Business and Specialty Tax Line at (800) 829-4933 or visit the IRS EIN Application Page online. Immediately after submitting your application, the IRS will provide you with an EIN — free of charge.
Step 6: Meet the New York LLC Publication Requirement
Once you’ve successfully filed your Articles of Organization, New York LLCs are required to publish a copy of their Articles of Organization or a notice about the LLC’s formation within 120 days of its effective date. The notices must be published once each week for six successive weeks in two separate newspapers. The first newspaper must be a weekly publication, while the second has to be a daily newspaper. Newspaper designations are determined by the county clerk. By law, the notice must include:
- The name of the LLC
- The purpose of your business
- The filing date of the Articles of Organization with the state
- The county in which the business office of the LLC is located
- The street address of the principal business location, if any
- A statement that the Secretary of State has been designated as the registered agent
- A post office address where the Secretary of State can receive service of process
- The name and address of an additional registered agent, if any, who can receive service of process for the LLC instead of the Secretary of State
- A specific date of dissolution, if a
The publisher of each newspaper will provide an Affidavit of Publication once the notice has been published. You’ll send the affidavits to the New York Division of Corporations with a completed Certificate of Publication form and a $50 check to pay for the filing fee.
Publication costs in New York can be quite expensive depending on where your registered agent’s address is. Counties such as New York, Bronx, and Queens can have publication costs over $1000. This is one way a registered agent service can save you money. For example, ZenBusiness’s registered agent service is located in Albany County, which is the least expensive New York county to publish in. Check out our New York Publication Service for more information.
How much does it cost to start an LLC in New York?
Starting an LLC in New York can be quite expensive. Filing your Articles of Organization through the mail or online will cost at least $200, and meeting the New York LLC publication requirement can cost as much as $1,500 to $2,000. It also costs $20 to reserve your desired business name, so forming your LLC in New York can cost up to $2,220 before paying for any required licenses, permits, and insurance policies. Plus, there are more fees associated with trademark, domain name, and assumed name registrations.
You will also be required to file a biennial statement every two years with the New York Department of State. The fee is $9.
ZenBusiness can help you navigate the red tape for an affordable price. Our experts will file your paperwork with the state, provide registered agent services and provide a customizable template for drafting your Operating Agreement. In addition, our special media relationships ensure your fees and advertising rates for the state’s LLC publication requirement are as low as possible.
What are the benefits of an LLC in New York?
LLCs aren’t the only type of business you can form in New York. However, 90% of ZenBusiness customers, along with the majority of entrepreneurs, choose to form an LLC over all other types. Compared to corporations, limited partnerships, and other forms of entities, LLCs come with enticing benefits for small businesses.
Forming a New York LLC means you’ll enjoy the following benefits:
- Personal asset protection: Your personal liability will be separate from your business liability and debts.
- Avoid double taxation: You’ll only pay personal taxes rather than both personal and corporate taxes.
- Flexible management: You’re not required to have a board of directors or annual meetings.
- Less reporting: Compared to corporations, LLCs have fewer required meetings and reports
There are many more advantages to forming an LLC in New York because small businesses make a big impact in the Empire State. Small businesses make up 98% of the state’s businesses and employ more than 50% of the state’s private-sector workforce.
New York wants new startups to succeed and grow, so they can strengthen the state’s economy and improve residents’ lives. The state provides support by offering funding programs, tax incentives, and more. Here’s a closer look at additional business benefits specific to New York:
- Incentives: New York eases economic burdens for businesses by offering tax incentives, business incentives, and tax credits. Financial incentives are available to companies that locate in strategic areas, invest in their employees, partner with universities, and improve their business facilities.
- Operational support: The state offers a wide range of business training, assistance programs, and resources for entrepreneurs that can benefit your LLC. For example, employers can receive tax credits through the Employee Training Incentive Program. This program encourages business owners to offer internship programs in the fields of advanced technology, software development, life sciences, and clean energy. It also encourages skills training for current employees that improve knowledge and productivity
- Growth support: New York provides financial support to many businesses to encourage growth. These incentives include a variety of loans, grants, investment funds, and other financial assistance programs.
- Innovation development support: The state supports new businesses by offering innovative technology resources. Programs are designed to help businesses produce new products and leverage the state’s technological strengths. Universities are often a source of research and innovation. New York encourages collaboration between universities and businesses through financial incentives.
For a more in-depth look at why an LLC might be a better option for you, see our breakdown of what an LLC is and how it compares to a corporation.
How is a New York LLC taxed?
LLCs are typically considered “pass-through entities,” meaning they are not subject to corporate taxes. Instead, the profits and losses are passed through to the owner’s personal income, and the responsibility to pay taxes falls on the individual. However, New York LLCs are required to pay an annual filing fee. Single-member LLCs assume the default tax status of a disregarded entity, while multi-member LLCs assume the partnership’s default tax status. Filing fees will differ for each entity, as it is based on your LLC’s gross income from the previous tax year.
If your LLC has not made any income and does not have any gains, losses, or deductions from New York, you will not be required to pay a fee. For all others, the fee can range from as little as $25 to $4,500. For more detailed information, visit the Department of Taxation and Finance (DTF) website.
Your New York LLC may also be subject to various other taxes, including:
- New York State considers all domestic corporations (including LLCs) in New York state to be a general business corporation.
- New York state also expects you to pay annual franchise taxes that are due by the calendar year or fiscal year. For calendar year filings, these taxes are due by April 15, and for fiscal years, they are due within three and a half months after the end of a reporting period. Most New York LLCs will be required to e-file their franchise taxes
- If you are selling items and plan to collect sales tax — even if online — you’ll need to request a sales tax license from the state of New York. In New York, sales tax is paid monthly, quarterly, and annually, depending on the total amount of your taxable receipts in the previous filing period.
- For LLCs with employees, you also need to manage withholding taxes. New York requires all withholding taxes to be filed online. While you’re required to report wages and withholdings every quarter, you must remit the payment if you’ve withheld $700 or more during one calendar quarter. And that payment is due within three to five business days after the payroll period that triggered this amount has closed..
Calculating business taxes can be headache-inducing in any state, but especially New York. It’s highly advisable to seek out a qualified tax professional for help.
New York LLC FAQs
- What is the processing time to form my New York LLC?
If you file by mail, your Articles of Organization will be processed with the New York Department of State in five to seven business days (not including transit time). If you file online, your paperwork will be processed immediately after approval.
- Do I need to file my Operating Agreement with the state of New York?
No. The Operating Agreement is kept internally by the LLC members. However, New York legally requires LLCs to have an Operating Agreement.
- What tax structure should I choose for my New York LLC?
By default, your LLC will be taxed by the IRS as a sole proprietorship (“disregarded entity”) if it has only one member or a partnership if it has multiple members. You also have the option of being taxed as a corporation. You’ll choose the tax structure for your New York LLC when you apply for an EIN. The tax structure is also known as entity classification. rnrnExamine the different tax classification options and consult an accountant so you can confidently choose which structure is right for your LLC.
- Does New York allow a Series LLC?
No, New York doesn’t allow a Series LLC. A Series LLC is a type of LLC that consists of one main LLC under which multiple LLCs, or “series,” are formed. The main LLC controls all the LLCs organized beneath it, even though these LLCs are each treated as separate entities with their own assets and members. The debt and obligations from one LLC won’t pass to another in a Series LLC.
- Which licenses and insurance are required for an LLC in New York?
New York doesn’t have a statewide business license requirement, but local governments might require a general business license when operating in their jurisdiction. However, there are specific business operations that will need additional licenses to operate legally. rnrnLicenses and permits can be required on a federal, state, or local level, so you’ll need to do some research to discover which ones your business requires, or have a professional service conduct the search for you. New York has a website where you can look up information on state licensing for your business.rnrnDepending on your business, you may also want to invest in additional insurance, such as property insurance if you have a physical location, or commercial auto insurance if your business uses a vehicle. rnrnIf you need professional support, the expert team at ZenBusiness is here to help you make the leap to business ownership as seamless as possible.
- What happens if I ignore the New York LLC publication requirement?
If you choose to ignore the New York LLC publication requirement, your company’s authority to do business in the state can be suspended.
- How do I dissolve my LLC in New York?
If you decide that the time has come to dissolve your LLC, New York requires that you fill out an Articles of Dissolution form within 90 days of when you decide to close your business formally or wind down services in preparation for closing.rnrnTo do so, you will need to submit this form via mail and pay a $60 filing fee.
- Can a New York LLC own out-of-state property?
Your New York LLC can own property in another state; however, you will likely need to register as a foreign LLC in that state. This will require additional paperwork, depending on the state you choose.
- How do I add a member to an LLC in New York?
Adding a member to an LLC is relatively straightforward. You’ll first need to review your Operating Agreement, as this document should outline how your business handles the addition of new LLC members. If your LLC is member-managed, you may need consent from specific members before adding a member. Similarly, if your LLC is manager-managed, you will need approval from the manager. rnrnOnce the new member has been voted in or approved, you will need to amend your Operating Agreement or draft a new agreement to document the changes. When making these changes, ensure that you include the new member’s roles, duties, responsibilities, distributions, allocations, and voting rights.rnrnConsidering that the Operating Agreement is an internal document, you will not need to refile any paperwork with New York or notify the IRS.
- When do I file my New York LLC biennial statement?
You’re required to file your New York LLC biennial statement or biennial report every two years with the New York Department of State. It is due every two years during the month in which the business was formed. For example, if you formed your LLC in January of 2020, your first biennial report would be due by the end of January 2022.