Why Form a New York State LLC?

While having a business in New York City offers a certain amount of prestige, the entire state welcomes small businesses with numerous incentives and tax credits.

One example is the state's Start-Up NY program, which:

"... provides tax benefits to approved businesses that locate in vacant space or land of approved New York State public and private colleges and universities, approved strategic state assets, and New York State incubators affiliated with private universities or colleges that are designated as tax-free NY areas."

New York also offers incentive programs specifically designed for small businesses, making them ideal for LLCs. If you're not sure what type of incentive or credit is right for your business, the state offers an incentive wizard, which you can access via NYS Business Express, the state's online business portal.

If you want to start a small- to medium-sized business or startup, the fastest and easiest way to do so is to create a New York limited liability company (LLC). An LLC offers some of the same protections and advantages larger corporations enjoy, while also requiring adherence to simpler rules and laws.

If an LLC isn't the right entity for the type of business you're starting, you may want to consider forming a New York Corporation instead.

Benefits of Starting a New York LLC:

  • Separates and limits your personal liability from your business liability and debts

  • Simple filing, management, compliance, regulation and administration

  • Exemption from the New York Corporate Income Tax (conditions apply)

  • Easy tax filing and potential advantages for tax treatment

  • Low filing fee of just $200

Learn more about the benefits of the LLC business structure.

In this guide, you’ll find information on naming your LLC, getting a Registered Agent, the fees you’ll need to pay, New York business tax requirements and much more. We also cover what you'll need to register your LLC and how you'll interact with the NYS Department of State.

Starting a Business in New York Checklist

To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.

How to Form an LLC in NY in 7 Steps

1

Choose a Unique Business Name and Complete a New York Business Search

You'll need a distinctive and original name for your New York LLC that’s not being used by any other business in the state. Our Business Name Generator can help you brainstorm names if you're having trouble coming up with a good one. First, read up on the state's naming rules in the New York Business Names section of this guide.

Once you've chosen a name, make sure it's available in the state by using our free tool to do a New York entity search. You can also perform a search on the NYS Department of State website.

We Can Search the New York Registry for You

2

Provide an Official Address for Your LLC

Every LLC in New York must have a designated street address. This could be your company’s office building, your home address (if you’re running the company from your residence) or any physical address of your preference. The address can be outside the state of New York, but it cannot be a P.O. Box.

You may also be able to use a virtual mailbox for your business address. Incfile can provide you with a New York virtual mailbox, where we'll receive your mail and scan it for your online review. This can be especially desirable if you run a home-based business and don't want your home address published as part of your business’s public record.

3

Assign a York Registered Agent

Someone who receives official correspondence and is responsible for filing reports with the New York Secretary of State is known as a Registered Agent. If you have an LLC, New York requires you to have a Registered Agent. You'll appoint your Registered Agent when you file the Articles of Organization to create your business.

You can fill this position, assign another manager in your business or use a Registered Agent service. If your New York Registered Agent is a person, they must have a physical street address in New York and must be present during business hours to receive important documents on behalf of your company.

All of Incfile’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You'll also have access to a digital dashboard to view any document we've received on your behalf.

4

File Your Articles of Organization with the NYS Division of Corporations

Once you've gathered all the information for your LLC, you’ll need to file your New York LLC Articles of Organization with the NYS Division of Corporations. This document formally creates your LLC.

Here’s what is typically included:

  • Your business name and address
  • Details of your Registered Agent
  • The county where your business is located
  • Name and address of the organizer

Your Articles of Organization can be mailed, filed online via NYS Business Express or Incfile can do it on your behalf for free. The state charges a $200 filing fee for NYS LLC formation.

File by Mail:

Department of State Division of Corporations
State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave.
Albany, NY 12231-0001

You only need to file your Articles of Organization with New York once, but you'll need to file a biennial (every two years) report. This is also something Incfile can remind you to do or do for you if you have us handle the paperwork.

You may also need to pay the New York Corporate Tax (if applicable to your business).

Let Incfile Handle all the Paperwork for You

For $0 + the New York State Fee.

What Are the Fees and Requirements to Form a New York State LLC?

State Fee:

$205

State Filing Time:

5 Business Days

Expedited Filing Time:

1 Business Day

*includes $5 paper copy fee

Annual Report

Frequency:

Biennially

Due Date:

During anniversary month of organization.

Filing Fee:

$9

Important:

Section 206 of the New York State Limited Liability Company Law requires that within 120 days after the effectiveness of the initial articles of organization, a limited liability company (LLC) must publish in two newspapers a copy of the articles of organization or a notice related to the formation of the LLC. The newspapers must be designated by the county clerk of the county in which the office of the LLC is located, as stated in the articles of organization. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The fee for filing the Certificate of Publication is $50.

(We do not assist in the filing of the Publication Requirement)

5

Complete the New York Publication Requirement

Section 206 of the New York Limited Liability Company Act mandates that new LLCs must publish a Notice of LLC Formation. The notice must be published:

in two newspapers — a daily and a weekly;

within 120 days of formation;

in newspapers circulated in the county where the LLC’s principal office will be located; and

once a day and once a week (in the respective newspapers) for six consecutive weeks.

You must include the following information in your notice:

the name of your LLC;

the date the LLC was formed (you can get this from your Articles of Organization);

the county where your main office is located;

your LLC's street address;

a statement that the Secretary of State has been designated as an agent of the LLC upon whom process against it may be served;

the address where the NY Secretary of State may forward any process against the LLC;

the name and address of your Registered Agent;

a statement that the Registered Agent is to be the agent of the LLC upon whom process against it may be served;

the purpose of the LLC, which can be a statement such as “the purpose of the LLC is to engage in any lawful act or activity;” and

the date the LLC will dissolve. If you plan to run your LLC indefinitely, you can use the word “perpetual” here.

Contact the County Clerk’s office in the county where your business is located to ensure you choose newspapers that fulfill this requirement.

Once you’ve met the New York publication requirement, the newspapers will send you an Affidavit of Publication. You'll file that with a form called Certificate of Publication. NY charges a $50 filing fee to complete the process and proclaim your requirement fulfilled

Where to File Your Certificate of Publication in NY:
Department of State Division of Corporations
State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave.
Albany, NY 12231-0001

Important: Incfile can file your LLC formation paperwork, but we do not fulfill the newspaper notice publication requirement. You'll need to manage that to comply with the law.

Where to File Your
Certificate of Publication
in NY:

Department of State Division of Corporations
State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave.
Albany, NY 12231-0001

Important:

Incfile can file your LLC formation paperwork, but we do not fulfill the newspaper notice publication requirement. You'll need to manage that to comply with the law.

6

Get an Employer Identification Number (EIN) from the Internal Revenue Service

You'll need an EIN to identify your business to the IRS. You use this number when filing and paying taxes, when submitting payroll information and payments for your employees and when opening a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the NYS LLC formation process.

7

Create an Operating Agreement

A sort of "instruction manual" that explains how you'll run your business, an LLC Operating Agreement outlines how the business is divided among members, how decisions will be made and what will happen should a member leave the company.

Section 417 of the New York Limited Liability Company Law requires that LLC members adopt a written Operating Agreement. It doesn't need to be filed with the NYS Division of Corporations, but should be kept on hand to fulfill the legal requirement and to protect your business from any future changes and events.

Receive a Personalized
Operating Agreement

When you select Incfile’s Gold or Platinum package.

Other New York State LLC Types

Series LLC

Though many states allow this type of business entity, no legislation has been adopted to allow the Series LLC in New York.

Professional LLC

Some states, including New York, allow certain occupations to form Professional Service Limited Liability Companies (PLLCs). These types of businesses typically have specialized requirements and licensing.

The specific occupations that can form a PLLC in New York include attorneys, counselors-at-law, licensed physicians and occupations designated in Title Eight of the Education Law.

Foreign LLC

If your business operates in another state and you want to expand into New York — or vice versa — you’ll need to form a Foreign LLC.

Learn more about Foreign Qualification in New York.

Helpful Resources from the State of New York

More Information in This Guide

You’ll find more information and guidance on the other pages of this guide, including:

New York Business Names

How to search the state business registry to find the right name. Includes information on naming rules, assumed names, reserving a New York State LLC name and more.

New York Registered Agents

How to appoint, change and search for Registered Agents. Also includes the duties they fulfill and the rules they’re required to follow.

New York LLC Filing Requirements and Fees

The various fees you’ll need to pay, and the state and federal requirements you’ll need to meet. Includes details about Employer Identification Numbers (EINs), state and federal business licenses, annual reports and more.

New York Business Tax

The various taxes you’ll have to pay to the state and federal governments. Includes details about state taxes such as sales and use, and federal taxes such as income and self-employment.

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