How to Set Up an LLC in New York

By Stephanie Kurose, J.D.

How to Set Up an LLC in New York

By Stephanie Kurose, J.D.

Compared to other business structures, such as partnerships or corporations, a limited liability company (LLC) is a popular choice among entrepreneurs starting a new business. They incorporate some of the best features of a partnership and a corporation, including the management flexibility of a partnership and the personal liability protection of a corporation.

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Forming this type of company is fairly straightforward, but you must follow the specific laws of New York in order for it to be valid. Follow these steps when setting up yours.

1. Name your LLC.

One of the first steps is choosing a unique name for your business. The name cannot be similar to that of an existing business registered in New York. To see if your desired name is available, you can check the New York Department of State's Corporation and Business Entity Database.

New York state law also requires that an LLC name include the phrase "limited liability company" or one of its abbreviations. In addition, New York prohibits certain words from being part of the name, including any word that could cause the consumer to think the company is a bank, insurance company, educational facility, or associated with law enforcement.

2. File articles of organization.

Filing Articles of Organization (Form DOS-1336-f) registers your LLC with the State of New York. Unless and until you file this document, you cannot operate a legitimate business.

New York's Form DOS-1336-f requires the filer to provide basic information about the business, such as its name, address, registered agent, and filer information. The state also requires you to pay a filing fee. You can file the completed form and pay the fee electronically or by mail. The state form includes information about fee amounts and where to mail your form.

3. Give the public notice.

Once approved, New York requires you to publish your articles of organization or a notice related to the LLC formation within 120 days. You must publish the notice in two newspapers—one that is published weekly and one that is handed out daily. Your local county clerk has a list of all approved newspapers. Obtain a certificate of publication from the newspaper publisher and submit it to the Department of State, Division of Corporations.

4. Create an operating agreement.

Similar to a corporation's bylaws, an operating agreement is a binding, legal document that governs how the business operates. Unlike most states, New York requires LLCs to have one. While there are no requirements for what a business needs to include in the agreement, most at least include member duties and responsibilities, formal voting procedures, and what happens when the company needs to be dissolved. You do not need to file the operating agreement with the state, but you must keep it in a safe place.

5. Obtain an employer identification number.

An employer identification number (EIN) is a unique number used by the Internal Revenue Service (IRS) to identify your business for federal tax purposes. All LLCs must obtain an EIN from the IRS, and most banks require it to open business bank accounts.

If you have any additional questions or want further assistance in making sure your limited liability company meets all state requirements, see the guidelines for forming an LLC in New York that the state provides.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.