NY State LLC: Everything You Need to Know
A NY state LLC is a limited liability company that provides a flexible small business structure.3 min read
Starting an LLC in New York
A NY state LLC is a limited liability company that provides a flexible small business structure. An LLC can be owned by individuals and/or corporations, including other LLCs, and can have any number of owners (called members). This business entity combines elements of a corporation and those of a limited liability partnership.
Your LLC will need a registered agent who is designated to receive legal papers on the company's behalf. If you do not designate a residence or business address in New York for your registered agent, the state of New York will serve in this role by default. However, you'll still need to provide a physical address in the state.
Check with your county clerk office to find out about the licenses and permits you need to operate a business in your municipality. You can also consult an online business licensing service or the local chapter of the U.S. Small Business Administration.
You may need to request an EIN (employer identification number) from the IRS. This is required if your LLC has more than two members. Familiarize yourself with New York's obligations for LLCs, as these vary by state. In New York, an LLC can be taxed as either a limited liability partnership (LLP) or corporation and must pay New York Personal Income and Corporate Franchise Tax.
Those who opt for LLP classification must file the Partnership Return Form (IT-204) with the Department of Finance. LLCs that opt for corporate taxation must file a New York State Corporate Franchise Tax Return. If the LLC is treated as a sole proprietorship, the owners report income and losses on their individual tax returns. Some LLC members may be required to pay estimated income tax or a filing fee.
New York has strict naming requirements for LLCs, including distinguishability from other business names, approval from state agencies, and the inclusion of specific words or abbreviations. LLC names must include the abbreviations L.L.C. or LLC or the words Limited Liability Company.
You cannot use certain words such as university, attorney, or bank without the involvement of a licensed professional and/or additional approvals. Your LLC name may not include words that may cause confusion with a state or federal agency. Before filing your formation documents, consider checking your preferred name for availability. You may also want to reserve the domain name for your LLC.
Application for Reservation of Name
To reserve an LLC name in New York, an individual or existing company may file the Application for Reservation of Name, which is valid for 60 days. Forward the application along with a $20 filing fee to the New York Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. You'll receive a Certificate of Reservation which you must then file with your Articles of Organization. You can receive two 60-day extensions by filing an Extension for Application of Reservation of Name, which also carries a $20 fee.
Articles of Organization
An LLC must file Articles of Organization to register in the state of New York. The state has designed these forms to be as easy as possible to file. The document must include:
- A New York address where members can be reached in the event of a lawsuit
- Signatures of all the LLC owners
- An approved name for the LLC
- Filing fee of $200
To form a professional services LLC, such as a medical or legal practice, you'll need to provide a notarized Certificate of Good Standing or Certificate of Authority from the New York Division of Professional Licensing Services along with the Articles.
Articles of Organization should be mailed to the Division of Corporations at the address listed above. The process of forming a New York LLC takes about six to seven weeks from start to finish, including processing time.
Certificate of Publication
Within 120 days after filing the Articles of Organization for an LLC, you must publish the Articles in two local newspapers as decided by the office of the county clerk. This must be done for six consecutive weeks under the same business entity name stated in the LLC formation articles.
If you need help with forming a New York state LLC, 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.