New York LLC Formation Attorneys & Lawyers for Hire

Why use UpCounsel to form an LLC in New York

Starting an LLC in New York with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.

When forming an LLC in New York with UpCounsel, the attorney you choose to help you will conduct a business name search for your New York LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Organization have been prepared and successfully filed with the New York Secretary of State, your New York LLC has been formed and begins its existence as a corporate entity.

Requirements for Forming a New York LLC

Choosing a Company Name for Your LLC

One of the first steps in the process of forming your New York Limited Liability Company is to choose your business name.

The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively.

It must be distinguishable (not the same as or deceptively similar to) the name of any New York Limited Liability Company or foreign LLC reserved or registered and cannot contain the words "bank," "trust," "trustee,""incorporated," "inc.," corporation," or "corp.," or "insurer" or "insurance company" or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.

Your LLC name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your New York Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of New York.

Articles of Organization: When forming an LLC in New York, the Articles of Organization must be filed with the New York Department of State Division of Corporations. New York state law requires that certain information be included in your Articles of Organization when forming your New York LLC.

This information must include:

1. The LLC name.
2. The County in New York where the LLC will be located.
3. The LLC's address.

Publication: According to Section 206 of the Limited Liability Company Law, you are required to publish a copy of the Articles of Organization after it has been filed, or a notice that acknowledges the formation of an LLC. This must be published in two newspapers designated by the county clerk of the county in which the LLC office is located for six consecutive weeks.

Additionally, a New York LLC formation generally requires inclusion and/or consideration of the following:

Organizers: One or more people may form a LLC, yet they do not need to be members of the LLC.

Minimum Number of LLC Organizers: One (or more).

Eligibility: An organizer may be an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.

LLC Operating Agreement: Every LLC with more than one member is required to have an LLC Operating Agreement. The Articles of Organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members and must be entered into within 90 days of filing the Articles of Organization.

Membership: A limited liability company must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Organization or the operating agreement or, if not provided, only upon the vote of a majority in interest of the LLC members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the LLC's operating agreement.

Resident Agent needed for a New York LLC

Remember that the registered agent for your New York LLC must be the New York Department of State. Every New York LLC must have a registered agent in New York, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The registered office may be a place of its business.

New York Secretary of State

Once you create an LLC in New York, the New York Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the New York Secretary of State.

Recurring Responsibilities and Duties for New York LLCs

Annual Report: Each limited liability company shall provide an annual report to the New York Secretary of State regarding its financial condition to each of its members.

Records: Each New York limited liability company must keep the following records open to inspection at its office:

1. A current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the limited liability company set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and holder of an economic interest.
2. If the LLC is manager-managed, you will need a current list including the full name and business or residence address of each manager.
3. A copy of the Articles of Organization and all amendments thereto, together with any powers of attorney pursuant to which the Articles of Organization or any amendments thereto were executed.
4. Copies of the limited liability company's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years.
5. A copy of the LLC's Operating Agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
6. Copies of the limited liability company's financial statements, if any, for the six most recent fiscal years.
7. The books and records of internal affairs as they relate to the limited liability company for at least the current and past four fiscal years.

Filing Fees for a New York LLC

The processing fee for the Articles of Organization is generally about $200 and the filing and submission of the Certificate of Publication is about $50. These fees can change so it would be best to check with the New York Department of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.

Taxes for a New York LLC

A New York LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity," so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.

New York state law follows federal law for income tax purposes, while also imposing a tax based on the number of members of the New York LLC.

Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in New York as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself.

Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.