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How to set up an LLC in New York

How to set up an LLC in New York

Interested in starting an LLC in New York State? Doing so can help protect your personal assets and offer a handful of tax breaks. In this guide, we’ll walk through the steps to start an LLC in New York. 

Here are the steps we will overview:

8 steps to start an LLC in New York

1. Choose your LLC business name

Your LLC’s name represents your brand, products or services, and is also used in business marketing efforts. Choose your name carefully to ensure branding success and avoid legal entanglements. As you brainstorm names, access New York’s Department of State naming guidelines to ensure your desired names do not contain restricted words and meet state LLC naming requirements. 

Next, find out which of your chosen names are available by searching for them in the New York Department of State’s corporation and business entity database. New York State charges a $5 fee for each name search. In addition, use the free U.S. Patent and Trademark Office’s search trademark database to ensure your chosen name is not already nationally protected against infringement.

To protect your name until you’re ready to form your LLC, you can then request to reserve your name for up to 60 days by filing an application for reservation of name along with submitting your $20 reservation filing fee. To submit this fee by credit or debit card, you must complete a credit card/debit card authorization form. Or, you can submit a money order payable to the “Department of State.” Once you’ve reserved the name, expect to receive a certificate of reservation in return.

To learn more about how to appropriately name your business to ensure it follows state guidelines and is useful for your business’s branding, read our guide on how to name a business.

2. Choose a registered agent 

When establishing an LLC in New York, you’re required to have a registered agent. A registered agent serves as the middle person for your business and receives, alerts and passes along official government correspondence to your LLC — think formal notices, statements and letters from the IRS, New York Department of Taxation and Finance and the Department of State. It also receives legal documents, such as notices your LLC is being sued.

When you form your LLC, you must name your selected registered agent in your business formation paperwork. Read our guide to learn more about registered agent requirements and check out our best registered agent services list to choose the best option for your business.

3. Create an operating agreement

Unlike many states, an operating agreement is required for your New York LLC before or within 90 days of forming your LLC (see step four). An operating agreement is your LLC’s foundational guidebook that lays out your small business’s operational and financial rules, including the duties, obligations, responsibilities, roles, liabilities and rights of your LLC’s members.

To learn about the benefits of an operating agreement and how to correctly create one, read our what is an LLC operating agreement guide.

4. File your LLC articles of organization 

An articles of organization form is the official paperwork you have to fill out and submit to establish your business with the state of New York. To learn how to prepare this form, read our LLC articles of organization guide.

In New York, you can file online using the New York Department of State’s on-line filing system and submit your $200 filing fee. To pay this fee, you must either submit a money order payable to the “Department of State” or fill out a credit card/debit card authorization form

Immediately following the submission of your form and filing fee, you will receive an email filing acknowledgement and receipt. You will also receive information on how to request a plain or certified copy of your articles of organization or LLC certificate of existence. 

5. Fulfill the New York LLC publication requirement 

Per New York state requirements, you’ll need to publish a notice about your LLC’s formation or a copy of your articles of organization in two local newspapers. For the notice to be legitimate, it will need to check off the following boxes: 

  • The notice must be published in two newspapers for six consecutive weeks. 
  • The newspapers must be designated by the county clerk and located in your LLC’s county.
  • The information included in the notice has to match exactly the Department of State’s records. 

After you’ve fulfilled the publication requirement, the newspapers will give you an affidavit of publication. You must submit a certificate of publication along with the affidavits of publication with the New York Department of State and pay a $50 filing fee. To pay the fee, you must either submit a money order payable to the “Department of State” or fill out a credit card/debit card authorization form

After forming your LLC, you have 120 days to publish a notice and file a certificate of publication. Otherwise, your LLC filing will be suspended and legally prohibited from operating. 

6. Get an employer identification number (EIN)

An employer identification number (EIN) is a unique nine-digit number issued by the IRS to identify your business for tax administration purposes. You typically need an EIN to file federal tax returns for your small business, hire and pay your employees, and, in many cases, to open a business bank account, obtain business funding and apply for business licenses and permits. 

You can obtain an EIN from the IRS for free. The easiest way to do so is by using the IRS’s EIN online portal.

To learn more about how to get an EIN and its uses, check out our employer identification number guide.

7. Apply for required licenses and permits

Depending on the nature of your business, you might need state or local permits or both. You can use the handy New York business express walk-through wizard to see if you need to obtain any licenses or permits. This wizard asks you questions about your business, then creates a checklist of the requirements and tasks you must complete to open for business.

It also offers a search index for licenses and permits, including professional licenses. You can search for your LLC’s industry by keyword to learn more about the licenses or permits you may need to operate. For example, when we searched for “construction,” we found license and permit information for companies that are constructing a facility to provide services for the developmentally disabled and information on how to apply for a construction certification for engineers and architects.

In addition to searching for licenses and permits you should obtain on a state level, contact your county or local clerk to inquire about what licenses you must obtain on those levels. 

8. File a biennial statement

All LLCs that were formed and operate within the state of New York are required to submit a biennial statement starting two years after submitting their articles of organization and every two years from then on.

The biennial statement confirms the following: 

  • The name and address of your LLC’s CEO. 
  • The street address of your main location or office. 
  • The address of your registered agent. 
  • The number of directors on your board and how many directors are women.
  • Your department of state ID number (which can be verified using the New York Department of State’s website by searching for your business). 

Your filing period falls within the calendar month in which you originally filed for your LLC’s formation and cannot be filed beforehand. So, if you filed your articles of organization in April, your biennial statement is due every two years in April.

You can file a biennial statement using the New York Department of State’s e-statement filing service from Monday to Friday from 6 a.m. to 7:30 p.m., Eastern Standard Time. The filing fee is $9.00. You can pay by debit or credit card by filling out and submitting a credit card/debit card authorization form.

Find the best LLC services for New York: Best LLC services of 2023

Our top recommended LLC service for New York

Frequently asked questions (FAQs)

There are a handful of companies that offer free LLC filing services. For instance, LegalZoom, ZenBusiness, IncFile and Inc Authority all start at no cost, plus state filing fees. To find the right fit for you, read our best llc services list.

While you might be able to find a company that offers free LLC services, there is a $200 filing fee to submit New York state articles of organization. Other LLC startup fees that may apply include those for reserving a business name, hiring a registered agent, publishing a notice of your LLC formation, obtaining business or professional licenses or permits and filing your biennial statement.

All LLCs are regarded as pass-through entities. This means that single-member taxes are paid via the owner’s personal income tax return. Many are required to pay estimated income taxes on a quarterly basis throughout the year, then file their annual tax return to report their payments and pay any taxes still owed.

However, some New York LLCs elect to be taxed as a partnership or corporation and may be taxed differently. For example, if your business operates as a corporation, you’re required to file a corporate tax return and pay corporate taxes.

Yes, you are required to have a registered agent if you’re operating an LLC in New York. You can serve as your own registered agent or hire a registered agent service. Many businesses opt to hire a registered agent to best protect their business interests.

New York LLCs need to file a biennial statement. This ensures that the New York Department of State has up-to-date and accurate information on your LLC, such as its name, address and members’ details. The report is due during the month in which the LLC first filed its articles of organization and should not be filed beforehand.

Your operating agreement should offer guidance on the procedures and circumstances in which you can dissolve your LLC. So, your first step is to consult and follow the dissolution instructions within your legally-binding operating agreement. Then, New York requires you to submit an articles of dissolution form with the New York Secretary of State along with a $60 filing fee. To pay, you must fill out a card/debit card authorization form or submit a check or money order payable to the “Department of State.”