Form an LLC in New York

Quick facts about forming a New York LLC

Filing Fee	$200 + $5 fee for non-certified copy of filing
Processing Time	2-3 business days online; longer for mailed filings
Publication Requirement	Publishing notices in 2 local newspapers and file Certificate of Publication within 120 days of formation
Biennial Statement Fee	$9, due every two years
Registered Agent Required	Yes, must have a physical New York address
Operating Agrement Required	Yes, required by law within 90 days of formation but not submitted to the state
State Franchise Tax	None for LLCs, but some LLCs owe the LLC Filing Fee based on income
Business License	No statewide general license, but many industries require permits
Managing Authority	New York Department of State, Division of Corporations

When you’re starting a business and choosing a business structure, forming an LLC (limited liability company) is one of the alternatives to consider. Establishing your business as an LLC provides credibility and certain legal protections, regardless of what state you file in.

However, registering an LLC in New York comes with some additional documentation and higher fees than other states require. For many business owners based here, though, filing for LLC in NY still makes the most sense. Not having to worry about inter-state paperwork keeps the process of filing and maintaining your business’s status simple.

How to start an LLC in New York in 7 simple steps

This is a step-by-step guide on how to open an LLC in New York, along with state-specific details that will help ensure your filing process goes smoothly.

1. Name your New York LLC
2. Choose a registered agent
3. File articles of organization
4. Fulfill the publication requirement
5. Create an Operating Agreement
6. Apply for an EIN
7. Comply with New York’s tax requirements

Below, you’ll find a detailed explanation and a short video to walk you through each step.

Step 1: Name your New York LLC

You begin by choosing a name for your LLC. Whether you already have a business name or are starting a new venture, the name has to comply with some basic New York business naming restrictions.

Follow NY’s business names requirements

All LLC business names in New York must meet the following stipulations:

• Contain LLC: Contain the “limited liability company,” or an abbreviation thereof (“LLC,” “L.L.C”) within the business name. Many businesses use an abbreviation that’s added in the end (e.g., ABC Company, LLC).
• Avoid confusion: Cannot be easily confused with any federal or state agency (e.g., EPA, FBI, NSA, CIA, FDA, Treasury, State Department, NYPD, NYFD, etc.). Confusion isn’t an issue for most businesses, but keep this in mind when choosing a name.
• Restricted Terms: Properly use any restricted words, and file any licensure or other paperwork that’s required to establish the necessary qualifications. Restricted words include phrases describing certified professionals (e.g., “attorney,” “doctor,”), educational institutions (e.g., “academy,” “nursery school,”) and a range of other terms (e.g. “blind,” “history,” “loan,” “urban relocation”). The Department of State has published a full list of restricted words.
• Distinguishable: Must be distinguishable from all other New York LLC businesses, LLPs, and corporations. If needed, a geographic term or personal name might help meet this requirement (e.g., CNY Heating for a furnace repair business in Syracuse, John Doe Primary care for a physician’s office).

The NY Department of State (DOS) has more information regarding LLC names in New York. A searchable database of all names is also available, which you will need to run a New York business entity search.

Of course, your business name should also be highly visible online, so you think about your domain name and take it into consideration if relevant. Many web domain hosts offer convenient URL searches, which make it easy to confirm that a URL of your business’s name or a derivation is available.

Reserve your business name (if starting later)

Your chosen business name will be officially registered with the state when you file Articles of Organization (see Step 3 below). Because these articles are needed to reserve and register your chosen name, don’t wait too long between settling on a name and registering the business under it.

However, if you’re not ready to file yet for some reason, you can reserve your chosen business name in the state of New York for 60 days. You’ll need to submit this application and pay a $20 fee.

File a Certificate of Assumed Name (if needed)

An assumed name, commonly referred to as a DBA (doing business as), allows your business to advertise and operate under a different name than its official name. Assumed names for LLCs in NY are filed with the Department of State.

The fees associated with filing for an assumed name are $25 for filing the Certificate of Assumed Name, and $10 for each certified copy of the document. If needed, rush fees are $25 for 24-hour processing, $75 for same-day processing, and $150 for 2-hour processing.

To register your assumed name, you’ll need to submit a Certificate of Assumed Name (Form DOS-1338-f) with Albany. Filing options for the certificate include:

• Mail: New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
• In-Person: New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
• Fax: (518) 474-1418; make sure to include a Credit Card/Debit Card Authorization (Form DOS-1515-f).

Currently, there isn’t an online option for filing the certificate.

Registering your name for trademark

Business names in New York can also be trademarked with the Department of State, and doing so provides additional protection against another business owner registering a similar name. You may also trademark an abbreviation of the name in some cases. The fee is $50 for each classification claimed, and the trademark lasts for 10 years if approved. 

To register a trademark for your limited liability company, file an Original Application to Register a Trademark (Form DOS-0241-f-i-a) with the DOS. The form must be accompanied by three specimens (examples) of the trademark being used in the real world, although the actual goods that the specimens are used on shouldn’t be sent in.

The application should be mailed to the following address: New York Department of State, State Records, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Note that this address is different from the one used for assumed name applications.

Aside from filing a state trademark, it may also be advisable to file a federal trademark if your business operates outside of New York or has expansion plans. Federal applications are filed with the United States Patent and Trademark Office.

Step 2: Choose a registered agent

A registered agent acts as the primary legal contact for an LLC. The registered agent receives notice of any legal action against the business and may receive other communications from the state, such as formation documents, service of process information, and tax documents.

Who can be the registered agent for your LLC in NY?

Unless another entity is specified, the Secretary of State acts as the default registered agent for LLCs in New York. In addition, you can designate as a New York registered agent any one of the following:

• An individual who is a New York resident or has a business address in it
• A domestic LLC or authorized foreign LLC
• A domestic or authorized foreign corporation authorized to do business in NY
• A registered agent service (that applies to one of the above)

Designating yourself or someone else can be the cheapest choice if publication costs aren’t high in your county. In that case, you must personally handle any legal communications that are sent to your business.

Benefits of using a registered agent service

A registered agent service can manage all of a registered agent’s responsibilities on behalf of an LLC. Business owners choose registered agent services for two main reasons: privacy and publication cost savings (read more on this below).

• Privacy: When using a registered agent service, the service’s address is listed as where legal communications get sent. This helps keep the business’s actual address unknown to the general public.
• Publication costs: Using a registered agent service also allows LLCs to publish their Notice of Formation (see step 4) in the county of the service. If a business is located in a county in which publication costs are high, selecting a service that’s located in a county with lower costs can result in substantial savings. For example, a Manhattan-based business might save hundreds or thousands of dollars by going with a service that’s located Upstate. Even businesses located in Upstate cities might save by using a service that’s located in a less populated county.

The next step after appointing your registered agent will be to file the articles of organization in NY.

Step 3: File articles of organization

The Articles of Organization is a legal document that establishes your LLC with the state of New York. All NY LLCs are required to file articles of organization, in compliance with NY’s requirements.

You will need to fill out the articles of organization form and file as detailed below:

NY’s articles of organization requirements

• Basic details: The articles of organization form requires basic details, including the LLC’s name, county of location, and mailing address. The filer’s name and mailing address must also be provided, although this could be a personal name or a registered agent.
• Registered agent: LLCs are required to identify a registered agent. As previously mentioned, this may be an individual or service.
• Prepared and signed: by the LLC organizer, which can be any person or business entity. The organizer can be a member of the LLC but doesn’t have to.
• NY state fees: There’s a non-refundable $200 NYS LLC filing fee for filing the articles of organization, and a $5 fee for non-certified copy of filing, so you will be charged $205 in total.
  Expedited processing is available, at a rate of $25 for a 24-hour turnaround, $75 for same-day, and $150 for 2 hours. Any expedited fees will be made via a second payment.

Filing options for articles of organization in NY

To actually file articles of organization, submit Articles of Organization (Form DOS-1336-f) to the Department of State. The articles can be submitted by:

• Online: Department of State website.
• Mail: New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
• In-Person: New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
• Fax: (518) 474-1418; make sure to include a Credit Card/Debit Card Authorization (Form DOS-1515-f).

Step 4: Fulfill the publication requirement for LLCs in New York

In order to register an LLC in New York, businesses must publish a Notice of Formation in two local newspapers. The New York LLC publication requirement is a step that few other states have. While it’s relatively easy to meet this standard, it can substantially increase the cost and time of forming an LLC in NY.

Please note that Tailor Brands does not provide the newspaper publication service, but we can help you understand the requirements.

The publication process for NY LLCs

• Papers requirements: Local papers must be located within the county where the LLC’s address is, and they must include one daily and one weekly paper. The papers also have to be approved by the county clerk. Potential applicants should check with their LLC’s county clerk for a list of approved print media.
• Content requirements: The notice’s content must meet strict requirements. The following is a general format that broadly meets the requirements:
  “[Name of LLC] LLC. Arts. of Org. filed with the SSNY on [Date]. Office: [County]. SSNY designated as agent of the LLC upon whom process against it may be served. SSNY shall mail copy of process to the LLC, [ADDRESS]. Purpose: Any lawful purpose.”
If a registered agent is used, “SSNY designated” can be replaced with something like “[Name of Registered Agent] designated.”
• Time period: The notice must be published once per week for a total of six consecutive weeks. The full six-week run has to be completed within 120 days of filing articles of organization.
• Filing proof of publication: Once the notice’s publication run is finished, the paper will issue an Affidavit of Publication to the filer. The two affidavits can then be filed along with a Certificate of Publication (fill out form DOS-1708-f).
  All three documents are to be sent to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

Costs of the publication requirements

Publication costs vary greatly around the state. Newspapers in some rural counties may charge $100 or less for a 6-week notice run, while Manhattan-based papers might charge $2,000 or more for the same amount of time. Businesses that will be located in New York City and those using a registered agent, may be permitted to publish a notice in a different, cheaper county.

The fee for filing a Certificate of Publication is $50, paid to the state.

Step 5: Create an operating agreement

The purpose of an operating agreement is to legally outline an LLC’s ownership structure and operations. Creating a comprehensive operating agreement not only clearly defines rights and responsibilities at the outset, but can also lessen the risk of conflict in the future.

A well-composed operating agreement will cover the LLC’s organization, management, voting, contributions, distributions, dissolution, and making changes in stakeholders. Other details may be included as well (the Department of State doesn’t specify what must be included in an agreement),

Is an operating agreement a must in NY?​

New York is one of the few states that requires all LLCs to have an operating agreement, but the agreement does not need to be sent to the state, and it can be signed before, at the time of, or within 90 days after the filing of the Articles of Organization.

That being said, the issue is somewhat muddled within state law. The requirement for an operating agreement is clearly found in New York Consolidated Laws’ Section 417(a), but the Department of State notes that the law is silent on what (if any) consequences follow for LLCs that fail to draft an agreement.

Regardless of consequences, you should draft a New York LLC operating agreement because it’s technically required and especially because it’s considered a best practice. The agreement can be written or verbal, and it’s an internal document that’s meant to help define your LLC.

Step 6: Apply for an EIN

The IRS requires all LLCs to file for an Employer Identification Number (EIN), regardless of what state the business files in. Sometimes an EIN is referred to as a federal employment identification number (FEIN) or a federal tax identification number (FTIN).

An EIN is a nine-digit number that uniquely identifies a business for tax and other purposes. It’s necessary in order to file federal and state taxes, open business bank accounts, hire employees, and for some other actions. The number functions much like a corporate Social Security Number (SSN).

EIN applications are sent directly to the IRS, and are free to file. You can easily apply by either of the following:

• Online: Complete the online form on the IRS’s website. You need to have a Taxpayer Identification Number (SSN, ITIN, EIN).
• Mail: Complete and file an Application for Employer Identification Number (Form SS-4), and send it to Internal Revenue Service, Attn: EIN Operation, Cincinnati, OH 45999.
• Fax: Fax the form to the appropriate IRS department at (855) 641-6935.

Applying online is the fastest and most convenient method. A series of prompts will take you through the form’s questions, and you’ll receive an EIN immediately after successfully finishing the prompts.

Step 7: Comply with NY’s tax requirements

Once your limited liability company is set up, you’ll need to comply with multiple of NY’s state tax requirements.

Unlike other business structures, LLCs generally don’t pay any taxes themselves. They might have to make remittance payments on taxes received from others, but income from the business is normally paid by the individual recipients of it.

How your LLC will be taxed

How you and other business owners are taxed depends on whether you elect to be taxed as an LLC or an S Corporation. The choice can have a dramatic impact on LLC owners’ tax bills in some cases:

• If you’re taxed as an LLC: Under standard LLC taxation, you’ll have to pay both income tax and FICA taxes on all money earned through the business (FICA stands for the Federal Insurance Contributions Act).
• If you’re taxed as an S Corp: Under S Corp status, you’ll still have to pay income and FICA taxes on a “reasonable salary” for your role within the LLC. However, any distributions received as a business owner are only subject to income tax — and not the FICA taxes.

Not paying FICA taxes results in a 7.65% savings on any distributions received. FICA taxes encompass a 6.2% Social Security tax and a 1.45% Medicare tax, both of which are assessed on gross wages.

In order to operate under S Corp tax status, you’ll likely have to spend on bookkeeping, accounting, and payroll services. Therefore, your LLC will have to make a minimum amount of distributions in order to offset these additional costs. An accountant can help you calculate the minimum amount for your business’s particular situation.

The tax savings afforded by S Corp tax status apply to only federal FICA taxes, as states don’t charge these taxes.

Which forms will you have to file?

What tax forms your LLC must file depends on how it’s structured and its tax election:

• LLCs that elect S Corp status must file a New York S Corporation Tax Return (Form CS-3-S).
• Solo LLCs may be taxed as a sole proprietorship file a Profit or Loss From Business (Schedule C) with the owner’s personal Form 1040 tax return.
• Multi-owner LLCs may have to file a Partnership Return (Form IT-204).

Income tax

Income tax must be paid on all money earned from an LLC. This includes all net profits in the case of LLC tax status, or both profits and distributions in the case of S Corp status.

Both federal and state income taxes are assessed. Federal income tax brackets range from 10% to 37% for 2022, while New York State income tax brackets are from 4% to 10.9% for 2021. (New York’s 2022 income taxes weren’t set at the time of writing.)

Sales tax

Sales tax must be collected and remitted on any non-exempt goods sold, and on select services. The state-assessed sales tax rate is 4%, but counties and municipalities can add on their own sales tax. The combined rate can reach 8% or more in many jurisdictions. There is no federal sales tax.

Sales tax may have to be remitted monthly (Form ST-809 and Form ST-810 series), quarterly (Form ST-100 series) or annually (Form ST-101 series).

Self-employment tax

If using LLC taxation status, the FICA taxes assessed are actually paid as self-employment tax. The self-employment for 2022 is 15.3% in total, which breaks down to 12.4% for Social Security and 2.9% for Medicare. 

The combined 15.3% is double the FICA rates that businesses pay. This is because self-employed LLC owners are responsible for both their personal and their business’s FICA taxes. When a business pays the 7.65% FICA rate, the employee pays the same rate out of their personal taxes.

Payroll taxes

Payroll taxes are the 7.65% FICA taxes that businesses pay on their employees’ gross wages. These are paid on the reasonable salary if using S Corp tax status. Owners who use the LLC tax status don’t have to worry about these taxes, since they pay the same amount as self-employment tax.

Other state taxes

New York State doesn’t assess any other taxes on LLCs, but there is an annual filing fee that must be paid (see Understanding Annual Fees). 

Assuming an LLC is profitable, owners normally must submit estimated income tax payments each quarter. These are paid by submitting Estimated Tax Payment Voucher for Individuals (Form IT-2105) along with payment. The vouchers can be mailed to NYS Estimated Income Tax, Processing Center, PO Box 4122, Binghamton, NY 13902, or submitted online.

What to do after you’ve formed a NY LLC

After your limited liability company is officially filed, there are a few additional items to attend to. These items will ensure that your LLC is set up to operate smoothly and for success.

Open a separate business bank account

Business and personal finances should be kept separate, and an essential step in maintaining separation is to have a different bank account for your LLC’s finances.

Maintaining a separate business bank account makes business expenses and revenues clear, which helps in the event of an audit. A separate account also makes calculating profitability easier, ensures business owners receive proper disbursements, provides legitimacy when writing checks, and may assist in maintaining the LLC’s corporate veil.

Opening a business bank account takes only a few minutes, and can be done with a small deposit. Many banks don’t charge a fee for opening an account, and you can usually do so online or in-person. You may want to open a savings account alongside the business checking account.

Understand your ongoing annual LLC fees

LLCs in New York must pay an annual filing fee, which ranges from $25 to $4,500 depending on a business’s gross income. The breakdown in fee amounts is as follows: 

Earnings	Fee
$100,000 or less	$25
$100,000-$250,000	$50
$250,000-$500,000	$175
$500,000-$1,000,000	$500
$1,000,000-$5,000,000	$1,500
$5,000,000-$25,000,000	$3,000
more than $25 million	$4,500

A Partnership, Limited Liability Company, and Limited Liability Partnership Filing Fee Payment Form (Form IT-204-LL) must be submitted along with payment. This form can be mailed to State Processing Center, PO Box 15310, Albany, NY 12212, or LLCs can complete the form and submit payment online.

There’s also a fee you need to pay when you file your New York biennial report.

New York LLC FAQ