New York LLC Formation

An overview of the steps required to form an LLC in New York

The State of New York boasts the 11th largest economy in the world—an attractive economic environment for many new entrepreneurs. New York's financial backdrop—combined with an LLC's structural flexibility, liability benefits, and ability for owners to elect their company's tax status—makes forming a New York LLC a viable and appealing option for new business owners. You can compare the differences between an LLC, C corporation and S corporation on this chart.

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Steps to forming a New York Limited Liability Company

In order to form your LLC in the state of New York, you'll need to file Articles of Organization. This is the state's formation document, laying out the specifics of your business. At minimum, the following information must be laid out:

  • The name of your LLC: This name will be rejected if it is the same or similar to an entity already existing in New York; make sure to check the name for availability before you attempt to file to avoid unnecessary delays. Some words or phrases will not be allowed in your LLC's name under any circumstance: "incorporated," "board of trade," "state trooper," and some other restricted words. Additionally, there are a few words that are allowed to be present in your LLC's name only with permission from specific departments. For example, any educational terminology must be accompanied by specific permission from the Commissioner of Education.
    If you'd like, can perform a business name search to determine the availability of your name.
  • County: The county in which your LLC's office will be located must be listed on the Articles of Organization.
  • Service of Process address: The Secretary of State will act as your LLC's agent for service of process, but you must list an address to which the state will forward copies of any process documents received on your behalf. If your address changes, it's important to notify the state so that they have current address information for your business.
  • Organizer: The person who executed the Articles of Organization (who can be a member of the LLC but is not required to be) must sign the Articles.
  • Filer: The person who submitted the Articles for filing must provide their name and address—this is the person to whom the Department of State will issue a filing receipt. The filing receipt is a document that lays out your filing information (filing date, the address of the person who will accept service of process, the filing fee amount paid, and so on). The state will not duplicate or replace this filing receipt for any reason (unless you can prove the filing receipt was lost in the mail before it reached you, which is difficult), so make sure you file it away somewhere safe upon receipt.

If you choose, you can also receive a copy of your filed Articles of Organization, which will contain your filing number. It costs an additional $5, paid at the time of filing, to receive the copy of your Articles—$10, if you'd like that copy to contain a page certifying that the document is a true copy of the Articles that were filed.

Additional Requirements for Forming an LLC in New York

In addition to the Articles of Organization (the formation documents of an LLC), there are a few other requirements. Your LLC must have an operating agreement on file, which can be adopted any time prior to or during the formation of the business but no more than 90 days after the formation. This document lays out the responsibilities of the members, the liabilities of those members, and the rights and powers the members hold as far as operating the business. You do not need to file this document with the state, but Section 417 of the Limited Liability Company Law specifies that your LLC must have it on file.

You'll also need to publish notice of your filing in two newspapers in your county. Your County Clerk will advise you as to which two papers you should publish notice in. Once those notices have been published, you'll need to send proof of each publication to the New York Department of State along with a $50 filing fee.

Other Types of Businesses in New York

For information on other types of businesses in New York, please explore the links below.

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