Forming an LLC in NY: Everything You Need to Know
Forming an LLC in NY is accomplished by filing articles of organization (Form DOS-1336) with the New York State Division of Corporations.3 min read
Forming an LLC in NY is accomplished by filing articles of organization (Form DOS-1336) with the New York State Division of Corporations.
New York LLC Formation
While filing articles of organization is the step that registers a business with the state, there are several additional steps involved in forming a limited liability company. First, you must select a business name.
To begin, research names and select one that associates with the brand and goods and services that your company will provide. It should be a name that potential clients or customers can easily search for and find.
- In New York, the business name must end with "Limited Liability Company," "Ltd. Liability Co.," "L.L.C.," "LLC," or a variant.
- Restricted or prohibited words or phrases can't be used, as noted in Section 204 of the Limited Liability Company Law.
- To use a restricted word in a name, such as "university," "bank," or "attorney," you must meet additional requirements.
- Prohibited words are those that would cause confusion between the public and your company. Before some words can be used, the consent of state agencies may be required.
- Use the New York Division of Corporations website to search a name and determine if it's available and meets the state's requirements.
- Filing an Application for Reservation of Name with the division will reserve the name for 60 days.
An LLC always needs to have someone available to receive and sign for important documents and legal correspondence relevant to the business during standard business days, Monday through Friday, and business hours (9 a.m. to 5 p.m.). A registered agent must have a physical street address in New York. The agent's name and address become part of the public record. If you move your business out of the state, you must designate another registered agent in the new state.
In New York, the state automatically becomes the acting registered agent for your LLC unless you choose to designate an agent.
Articles of Organization
The articles of organization form requires information such as the name of the LLC, the county where the LLC is located, and the New York address where legal documents are mailed.
The articles can be mailed or filed online along with a $200 filing fee.
Notice of Formation
The State of New York requires that an LLC owner publish a copy of the articles of organization or an applicable notice of the LLC formation in two newspapers, one weekly and one daily, within 120 days of the LLC formation.
The newspapers must be in the county where the LLC office is located.
After publication, the LLC owner will receive an affidavit validating the publication of the formation information. The affidavit(s) proving the publication in the newspapers will be attached to a Certificate of Publication and submitted to the New York Department of State, Division of Corporations.
New York requires the members of an LLC to create an operating agreement.
- The agreement is the primary paperwork that serves to establish the duties, powers, rights, obligations, and liabilities of the LLC's members among themselves and to the LLC.
- The operating agreement may be put in place before the articles are filed, at the time they're filed, or within 90 days of filing.
- The document is an internal document and not filed with the state.
In New York, limited liability companies are treated as corporations or limited liability partnerships. Both are subject to New York's personal income tax and corporate franchise tax, according to federal income tax classifications.
How your LLC is taxed depends on the option you've chosen.
- If your LLC is being treated as a limited liability partnership, you'll file Partnership Return Form (Form IT-204) with the Department of Finance.
- An LLC treated as a C corporation or an S corporation must file a New York State Corporation Franchise Tax Return.
- LLCs treated as a sole proprietorship report the business income and expenses via an individual personal income tax return.
Additional taxes and regulatory requirements may apply to your limited liability company. These include Unemployment Insurance Tax, Employee Withholding Tax, New York sales tax, and an annual state filing fee.
If you need help with forming an LLC in NY, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.