Key Takeaways

  • Your LLC name must comply with New York’s naming rules and can be reserved for 60 days.
  • New York requires publication of your LLC formation in two newspapers within 120 days.
  • The Secretary of State acts as the default registered agent, but you can appoint your own.
  • Filing Articles of Organization (Form DOS-1336) costs $200 and can be done online or by mail.
  • You must adopt a written Operating Agreement within 90 days of formation.
  • An Employer Identification Number (EIN) is required for tax and banking purposes.
  • New York LLCs must file a Biennial Statement every two years and pay applicable fees.

To register LLC in NY, there are a few steps you need to follow. These include choosing your LLC name, selecting your registered agent, filing your Articles of Organization, completing publication requirements, crafting an operating agreement, and obtaining an employer identification number (EIN).

LLC Naming Guidelines in New York

When registering an LLC in New York, you should first research existing business names on the State of New York website to make sure the name you choose is unique. Pick a name that is relevant to your business venture and easily remembered by potential customers.

In New York, your LLC business name must contain the phrase “limited liability company” or one of its abbreviations (i.e., “LLC,” “L.L.C.,” “Ltd.,” etc.). Restricted words such as “university,” “bank,” or “attorney” are not allowed unless you have the required licenses and additional paperwork. Other prohibited words include those that can confuse your company with a federal or state agency, such as “secret service,” “FBI,” or “treasury.”

If your preferred LLC name is available on the state website, go ahead and reserve your domain name for your future website. At this point, you'll also want to choose a business email address.

Your LLC must:

  • Be distinguishable from other business names
  • Be approved by state agencies
  • Include the required words to qualify the name with the Department of State

When in doubt, have your LLC name checked by the state for availability before filing the formation documents. You can obtain an official determination of availability by sending written notice to the Department of State's Division of Corporations. Be sure to state that you are simply inquiring about whether the name is available. Include $5 for each name you wish to check. If you receive a positive response that the name is available, make a copy of the response and include it with your filing documents (this step is optional).

If your name is available and you aren't yet ready to file, you can reserve it for up to 60 days by filing an Application for Reservation of Name with the New York Department of State Division of Corporations via mail and paying the $20 filing fee.

Selecting a Registered Agent

In New York, the Secretary of State automatically acts as your LLC's registered agent. However, you can select your own registered agent if you file your formation documents online.

A registered agent is a person or business entity with a physical New York address who must be available during regular business hours to receive official correspondence, such as all formation documents and service of processes. One of the benefits of choosing your own registered agent is that, if you select someone who lives outside the city, you can reduce your publication costs.

No matter who your registered agent is, you must provide a physical New York address where you and any other LLC members can be reached should a suit be filed against your LLC.

New York LLC Publication Requirements

New York requires new LLCs to publish a notice of formation in local newspapers. Depending on the LLC's principal address, this publication can cost around $1,500. Once the publication requirement is met, you can change your LLC's principal office to anywhere in the state without having to republish a notice in other newspapers.

You must publish a notice of formation in two newspapers, one daily and one weekly, within 120 days of forming your LLC. Alternatively, you can publish your articles of organization instead of a formation notice. The newspapers you choose must be designated by the county clerk's office in the county in which your business is located.

Once your publication comes out, the publisher or printer of the newspaper will give you an affidavit of publication. You must submit this affidavit, along with a Certificate of Publication, to the New York Department of State, Division of Corporations and pay the $50 filing fee. The filing fee must be paid with a credit card, money order, or cash. Money orders and checks can be made out to “Department of State.”

Filing an Articles of Organization

Filing your Articles of Organization in New York can be done online or via mail. File the DOS-1336 form with the New York Department of State and include the $200 filing fee.

Creating an Operating Agreement for Your New York LLC

New York law requires LLCs to adopt a written Operating Agreement within 90 days of filing the Articles of Organization. While you don't need to file this agreement with the state, it is a vital internal document that outlines the LLC’s structure, operations, member responsibilities, and profit distribution methods.

Your Operating Agreement should include:

  • The LLC’s name and principal address
  • Names and addresses of members and/or managers
  • Member contributions and ownership percentages
  • Procedures for adding or removing members
  • Voting rights and profit-sharing rules
  • Rules for meetings and decision-making
  • Steps for dissolving the LLC

Even for single-member LLCs, having a formal Operating Agreement helps establish limited liability protection and is often required by banks and investors.

Applying for an Employer Identification Number (EIN)

An Employer Identification Number (EIN) is a federal tax ID issued by the IRS. Most LLCs need an EIN to open a bank account, hire employees, or file federal and state taxes.

You can apply for an EIN online through the IRS website at no cost. The process typically takes only a few minutes.Even single-member LLCs should obtain an EIN to avoid using a personal Social Security Number in business transactions.

Filing Your Biennial Statement

Every domestic LLC in New York must file a Biennial Statement with the Department of State every two years. This report confirms or updates the LLC’s contact and ownership details.

  • Due date: Within the calendar month in which the LLC was originally formed
  • Filing fee: $9
  • How to file: Online through the NY Department of State website

Failure to file may result in your LLC being classified as “delinquent,” which can affect its legal standing.

Complying with New York LLC Taxes

LLCs in New York are subject to federal and state tax obligations. By default, the IRS treats:

  • Single-member LLCs as sole proprietorships
  • Multi-member LLCs as partnerships

However, LLCs can elect to be taxed as a corporation by filing Form 8832 with the IRS.

In New York:

  • Annual Filing Fee: LLCs that earn income from New York sources must pay an annual filing fee (ranging from $25 to $4,500 based on income).
  • Sales Tax: If your LLC sells taxable goods or services, you must register for sales tax and collect it from customers.
  • Employer Taxes: If you hire employees, you must register for withholding and unemployment insurance tax.

Visit the New York Department of Taxation and Finance for detailed compliance guidance.

Obtaining Required Business Licenses and Permits

New York does not issue a universal business license at the state level. However, your LLC may need specific local or industry-specific licenses and permits depending on your location and business type.

Common examples include:

  • Professional licenses (e.g., accounting, law, real estate)
  • Health permits (e.g., food service businesses)
  • Zoning or building permits
  • Sales tax certificate of authority

You can use the NY Business Wizard to identify licensing requirements based on your business activity and location.

Frequently Asked Questions

  1. Do I need a lawyer to register an LLC in New York?
    No, you can file the paperwork yourself. However, hiring a lawyer is helpful for drafting an Operating Agreement or navigating complex legal or tax situations.
  2. What happens if I don’t meet the publication requirement?
    Failure to complete publication may result in your LLC losing the ability to sue in New York courts until the requirement is fulfilled.
  3. Can I register a New York LLC online?
    Yes, you can file your Articles of Organization and Biennial Statements online via the NYS Department of State website.
  4. Is an Operating Agreement legally required in New York?
    Yes, New York requires all LLCs to adopt a written Operating Agreement within 90 days of formation.
  5. Can I be my own registered agent in New York?
    Yes, although the Secretary of State serves as the statutory agent, you may designate yourself or another person or entity as an additional agent.

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