New York LLC Formation Basics & Helpful Information

General Overview of the New York LLC

This article is meant to be a general overview of the New York LLC formation process and other basic issues related to LLCs.

New York Filing Fees

The New York Department of State charges $200 to file the Articles of Organization. You may print the Articles of Organization from the Department of State website and mail the Articles of Organization to the New York Department of State or you can file online.

Section 206 of the New York State Limited Liability Company Law requires that within 120 days after the effectiveness of the initial articles of organization, a limited liability company (LLC) must publish in two newspapers a copy of the articles of organization or a notice related to the formation of the LLC. The newspapers must be designated by the county clerk of the county in which the office of the LLC is located, as stated in the articles of organization. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The fee for filing the Certificate of Publication is $50.

New York Filing Time

The New York Department of State will process the Articles of Organization in at least 24 hours within filing. You may expedite the process for additional fees: 24-hour service is an extra $25, the same day is an additional $75 and within 2 hours of receipt is $150 extra.

New York Annual Compliance Requirements

New York LLCs must file biennial statements every two years in the calendar month in which the LLC was formed. The biennial statement must include the name and address of the LLC’s CEO, the street address of its principal office, and the address to which the state can send governmental correspondence. The cost for filing the biennial statement is $9.

Read more about New York biennial statements →

Form an LLC in New York

You can use this checklist to help guide you through the process of forming a New York LLC:

Step 1: Decide on a Business Name

One of the first things a business owner does is select a name. If you are going to create an LLC in New York, you will need to make sure the name is available. You can check the availability of a name (at the state level) via the Department of State’s Name Availability Search.

It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the New York DOS will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.

A New York LLC name must contain the words “limited liability company” or the initials “LLC or L.L.C.” Once you have selected your name, you need to reserve it. You can reserve the LLC name online for a $20 fee for 60 days. If you need more time, you can renew the reservation for another 60 days and another $20 fee.

Reserve a Name in New York →

Step 2: Register your LLC with the State

New York Articles of Organization

The Articles of Organization (when filed with the New York Department of State) is what creates the LLC. To file the Certificate of Organization, we recommend uploading online. You can file in person or you can print the forms and mail them to the New York Department of State. If you file by mail, you should include a cover letter or “backer” including the name of the document you are filing, the statute under which the certification will be filed, and the name and address of the person filing.

The New York Certificate of Organization must include (at a minimum):

• Name of LLC
• County of LLC
• Name and Address of LLC’s Registered Agent
• Name and Signature of LLC’s Organizer

Publication

Within 120 days of filing the Articles of Organization, the LLC must be published in 2 newspapers over a span of six weeks in the county in which the principal office is located. Next, you need to file a Certification of Publication and pay a $50 filing fee.

New York Registered Agent Information

New York LLCs must have a registered agent in the state of New York to receive official documentation and governmental communications. The registered agent can be a member of the LLC, or a trusted third party who resides in New York. The name and physical address of the registered agent must be included in the LLC’s Articles of Organization.

What is a Registered Agent? →

Step 3: Create and Sign the LLC’s Governing Document

The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:

• Limitations on the members liabilities
• The level of consent needed to take various actions (i.e. simple majority required to add new members)
• The percentage of the LLC that each member owns
• How profits and losses are allocated between the members (typically based on ownership percentages)
• Limitations on transferability
• What each member is contributing to the LLC and what happens is such contributions are not made.
• The authority of the members, officers, managers, committees, etc.
• How meeting are conducted

One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their New York LLC formation services.

Step 4: Get an EIN

After you form a New York LLC, you can get the EIN. There are a few different ways to get an EIN:

1. Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
2. Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
3. Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.

Does my LLC Need an EIN? →

Step 5: Get Licenses and Permits

After you create your new New York LLC, you’ll need to determine if your business/profession requires any license or permits to conduct business.

Read more about New York licensing →