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Forming an LLC in New York takes two steps, not one. First you file Articles of Organization with the Department of State for $200. Then you publish a notice about the LLC and file proof of it for $50. Skip the second step and the LLC loses its authority to do business. Our New York business guide covers searching existing companies.
What is filed, and what does the Articles form ask?
The Department of State says organizers form an LLC by filing the Articles of Organization under Section 203 of the Limited Liability Company Law. Any person or business can be the organizer, and the organizer need not be a member.
Three entries need care:
- The name. The form asks for it in three places. It must be typed exactly the same each time.
- The county. You designate the New York county of the LLC's office. Enter only the county name, not a street address.
- Service of process. The LLC designates the Secretary of State as its agent and gives an address where a copy of any process is mailed.
How do the name rules work?
The name must include "Limited Liability Company", "LLC" or "L.L.C.", and it must be distinguishable from other LLCs, corporations and limited partnerships on file. Section 204 of the LLC Law lists words that are restricted. A name availability inquiry costs $5 per name. A reservation costs $20, lasts 60 days, and can be extended twice for 60 days each. The Department adds that neither step is an approval. The final decision comes when the Articles are reviewed.
How does publication work?
This is the part that surprises people. Section 206 requires a copy of the Articles, or a notice about the formation, to be published in two newspapers for six consecutive weeks. The county clerk designates the newspapers. The papers charge their own fees, and we list none here because the state does not set them.
Each newspaper gives you an affidavit of publication. You send those with a Certificate of Publication and a $50 filing fee. You have 120 days. After that, the Department of State says the LLC's authority to carry on, conduct or transact business is suspended.
Do you need a registered agent in New York?
No. The Secretary of State acts as agent for every LLC. A private agent is optional. See the New York registered agent page for who qualifies and what a change costs.
What do you do after filing?
A few jobs follow the filing.
Write the operating agreement. In New York this is not a nice extra: the Department of State says the members are required to adopt a written one, and it may be signed within 90 days after the Articles are filed. It stays internal and is not filed with the state. Our operating agreement guide has a free generic template, which is not legal advice.
Then get an EIN from the IRS, and ask the state tax department what applies to your business. The Department of State also notes that state law imposes a tax based on the number of members of the LLC.
What does upkeep cost?
New York has no annual report. It has a biennial statement for $9, due every two years in the month the LLC was first filed. No late fee is stated. The record just shows the LLC as past due. Compare other dates in the annual report deadlines table.
An LLC formed elsewhere pays $250 for an Application for Authority. The LLC fees by state page shows how New York stacks up. Neighbouring states are Vermont, Massachusetts and Connecticut.
When you are ready, send the start an LLC form.
After approval, check the rules in our New York business license guide.