New York State LLC Registration: Everything You Need to Know
New York State LLC registration allows companies to create a flexible business entity that provides owners limited personal liability for business obligations. 3 min read
What Is a New York LLC?
New York State LLC registration allows companies to create a flexible business entity that provides owners limited personal liability for business obligations. An LLC (limited liability company) combines aspects of corporations with those of limited liability partnerships. LLC owners, known as members, can be individuals and/or other businesses, including other LLCs.
An LLC can have any number of members, who make a capital contribution to the company in exchange for an ownership percentage. In most cases, profits and losses are allocated in the same proportion as membership percentage. The contribution can be financial or in the form of services, equipment, or real estate; when the contribution is not financial, the members will agree upon a value.
Managers administer the daily operation of the LLC; these can be some or all of the members or an outside manager appointed by the members. An outside manager may be paid a salary or commission, which should be detailed in the management agreement.
Starting an LLC in New York
To form an LLC in New York:
- File Form DOS-1336 (Articles of Organization) with the Department of State. This document requires you to list the name of your LLC, the name and address of your registered agent, and your tax ID number.
- Provide copies of permits and licenses and the signatures of each member along with the filing fee of $200. The processing time for filing by mail is up to four weeks. Online filings are processed immediately with no added fee. Faxed filings are processed within one business day automatically for an additional charge.
- Businesses must publish either the Articles of Organization or a notice of their LLC formation in two newspapers designated by the county clerk for six weeks in a row. This publication must include the official name of the LLC.
- The newspapers will provide Affidavits of Publication, which must be filed with the Department of State along with the Certificate of Publication and a filing fee of $50. Fees are subject to change, so check with the Department of State for updates. Businesses have up to 120 days to meet publication requirements and total processing time to create a New York LLC is about six to seven weeks.
- Choose a name that distinguishes your LLC from other registered businesses in the state. The name must end with LLC, L.L.C., Ltd. Liability Co., or Limited Liability Company. Section 204 of New York's LLC law lists words and phrases that cannot be used in the name of your LLC, while other words and phrases may require specific state agency approval.
- To determine whether your name meets requirements, you can submit a Name Availability Inquiry through the Department of State. The Application for Reservation of Name requires a filing fee of $20 and holds your desired name with the Division of Corporations for 60 days. Once you have a name reserved, you can create your domain and email address.
- You can assign a registered agent who is responsible for receiving legal service of process on behalf of the LLC. If you do not appoint a registered agent, the state will act in this role by default. Whether or not you appoint a registered agent, you must provide the state with a New York street address where your members can be reached.
LLC Registration Taxes
You may require an EIN or other tax licenses when registering your LLC:
- Check with your local small business office or county clerk to learn about the required tax licenses and local permits for your LLC. You can also use an online based business license provider or consult the local branch of the U.S. Small Business Administration (SBA).
- Register for an employer identification number (EIN) with the IRS. This is required if your LLC has two or more members and/or has employees. Some banks require an EIN to open a business account.
- Create an operating agreement, especially if your LLC has more than one member. While you do not need to file this document with the Department of State, you can create it before filing, when you file, or within 90 days of the filing date. The operating agreement should outline each member's powers, liabilities, rights, duties, and obligations.
If you need help with New York LLC registration, 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.