New York State LLC

An NYS LLC is a popular business type due to the flexibility in how they are organized and the limited liability it gives to its members. An LLC is made up of members. Members of an LLC can include:

There is no maximum for members. The LLC structure combines parts of a corporation together with the benefits of a limited liability partnership.

What are the Requirements for an LLC Name?

The requirements for choosing an LLC name are fairly straightforward. The name must be distinguishable from other business names on file with the New York Secretary of State and use the words  Limited Liability Company, Ltd. Liability Co., LLC or L.L.C. at the end.

Words such as Bank, Attorney, and University are considered restricted and have additional paperwork requirements and may also necessitate a licensed person like a doctor or lawyer to be a member of the LLC. In addition, words that imply or confuse your LLC's name with that of a State or Federal Agency like the FBI, Secret Service, or the Treasury are not permitted.

Find out whether a name is available by searching on the State of New York's website. Names are reservable for 60 days at the New York Department of State Division of Corporations by filling out a Reservation of Name form.

Getting a Registered Agent

LLCs require having a registered agent. The State of New York becomes the registered agent automatically. But another registered agent can also be designated. The state forwards all of the LLC formation documents and NY service of process for your LLC to the principal address on the application form.

No matter who the registered agent is, a residence address within the State of New York must be on file in the event that a suit is filed against the company and members of your LLC can be reached.

What Are the Requirements for Registering an LLC in New York?

Registering an LLC in the State of New York requires the filing of Articles of Organization using form DOS-1336 with the Department of State.  It costs around $200 and includes:

  • LLC name
  • Registered agent address
  • Legal document mailing address
  • Which New York county the LLC is in
  • Taxpayer identification number
  • Licenses and permits
  • Member's signatures

Note: An EIN (Employer Identification Number) is required for filing future taxes for multi-member LLCs. This can be obtained from the IRS.

If the LLC has more than one member, a limited liability operating agreement between members is required. It outlines all of the responsibilities, rights, liabilities, and other things that all the members are subject to. It won't be filed with the articles of organization but one should be adopted within 90 days of filing.

Filing can be done in person, online, by mail or by fax. Online filing takes one day of processing. Faxing or mail filing costs extra and takes 3-4 weeks to file.

After registering, new LLCs must publish a notice related to forming the LLC or the articles of organization in two newspapers, one daily and one weekly within 120 days of filing. Each newspaper provides an affidavit of publication. This, along with the Certificate of Publication, has to be filed with the Department of State for $50. After this is complete, the business can be moved anywhere in the state without publication requirements.

Consider obtaining a Certificate of Good Standing if applying for funding from a bank or if you plan to file the LLC in another state (a foreign LLC). It's $25 to obtain and says that the LLC has been formed legally and maintained. It's also worth getting for the renewal of certain licenses or permits.

What Are the Reporting and Tax Requirements for a New York LLC?

New York State requires that a biennial report is filed every two years at the end of the month in which the LLC is filed. If the LLC is formed January 21, it's due on January 31.

Filing on time is important. Late reports may receive $250 in fees and LLCs may be revoked or dissolved.

LLCs are also subject to a Franchise Tax Fee. This fee is paid every year and is based on income. It ranges from $25 to $4,500. Taxes are due within 30 days of the end of the tax year. A $100 late fee is charged on top of the balance owed.

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