Forming an LLC in New York requires business owners to submit at least two forms with the state and complete several administrative duties. Some forms are available online, while others must be written and formatted by business owners. The New York Department of State administers and regulates LLCs in accordance with the state’s limited liability laws.
Fit your business needs with the right LLC package
Choose a Name
Choose a unique name for your LLC. The name must be distinguishable from existing businesses registered with the state. Make sure that the name contains the words “Limited Liability Company,” or the abbreviation “LLC” or “L.L.C.”
Compare your name to the list of prohibited words in Section 204 of the New York Limited Liability Company Law. The prohibited words include those that would imply association with law enforcement or indicate that the LLC conducts business as a bank, insurance company, urban development firm or other types of corporate structures. The name cannot include several terms associated with schools, libraries and museums (see Resources).
Submit a written name availability inquiry to the Department of State, Division of Corporations in order to find out if a name is available. The state recommends that business owners attach the name availability response to their filing documents. The fee for this service is $5 per name as of 2010 (see References).
File LLC Paperwork
Fill in the Articles of Organization form. This is the form used to establish an LLC. It includes the name of the LLC, the county in New York State where the LLC will be located and a mailing address where the Secretary of State will send process documents. This document is available online as a PDF (see References).
Mail the completed Articles of Organization along with the filing fee to the New York State Department of State. The filing fee is $200 as of 2010.
Create an operating agreement. New York State requires an LLC to create this document within 90 days after filing the Articles of Organization. The state does not have any specific requirements on the format or contents of the agreement. Section 417 of the state’s limited liability law provides information on content that can be included in an operating agreement (see Resources).
Publish a notice of LLC formation in a newspaper assigned to the LLC by the clerk in the country where the company is located. This notice must be published within 120 days of forming an LLC, and has to run for six weeks in accordance with state law. The details that should be included in the notice are outlined in Section 206 of the state’s limited liability law (see Resources).
Obtain any required state licenses and permits. The state's Online Permit Assistance and Licensing website has detailed information on licenses and permits. You can apply for state business licenses online (see Resources).
Obtain an Employer Identification Number, or EIN, from the Internal Revenue Service. This is necessary for you to be able to open a bank account in your company’s name, and for tax purposes (see Resources).
Register for New York State employment taxes if you have employees. The state’s Department of Taxation and Finance has a taxpayer answer center to help new businesses learn about state taxes (see Resources).
Tips & Warnings
LLCs must file a statement every other year with the state that includes basic contact information for the company. The fee for this biennial filing is $9 as of 2010.
All LLCs are required to keep certain documents in the principal place of business. The list of required documents is in Section 1102 of the state’s limited liability law.
References & Resources
- New York State Department of State: Limited Liability Companies FAQs
- New York State Department of State: Limited Liability Company Filings
- New York State Department of State: Forming a Limited Liability Company in New York
- New York State Department of State: Articles of Organization
- New York State Legislature: Limited Liability Company Law
- New York State Department of State: Biennial Statements for Business Corporations & Limited Liability Companies
- New York State Online Permit Assistance and Licensing
- New York State Department of Taxation and Finance: Find Answers – Taxpayer Answer Center
- Internal Revenue Service: Employer ID Numbers (EINs)
- Citizen Media Law Project: Operating Agreement
- FindLaw: NY Code - Section 204: Limited liability company name
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