Form an LLC in New York.

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3 Simple Steps to LLC Formation in New York State

Whether you’re thinking of opening a business in the Big Apple or Upstate, New York offers one of the most diverse business environments in the world. In addition to entrepreneurship, the Empire State is also known for its fair advantage programming, such as those for small, certified minority- and/or women-owned businesses. To ensure an even playing field, New York has a few unique laws that business owners need to know. Here’s how to start an LLC in New York.

Step One: Choosing Your New York LLC’s Name

The first step in forming an LLC in New York is to choose a name. The name you decide on for your LLC in New York State must be different from any other LLC, corporation, or other authorized business entity on file. This applies to entities formed in the state, as well as those originally formed elsewhere but authorized to conduct business in New York.

How can you know if the name you want is available? You can conduct a free entity search here.

Special LLC Naming Requirements in New York State

The business name must include “Limited Liability Company” or the abbreviations “LLC” or “L.L.C.” at the end, and it can’t include the following words or phrases, or their abbreviations, unless it has special permission.

BenefitBoard of TradeCasualtyChamber of Commerce
Community RenewalCorporationDoctorEndowment
State Police/TrooperSuretyTenant RelocationTitle
TrustUnderwriterUrban DevelopmentUrban Relocation

The LLC’s name also is not allowed to contain the words “blind” or “handicapped” unless the state department of social services approves, nor the word “exchange” without the approval of the state attorney general.

Step Two: File Your Articles of Organization

Forming an LLC in New York requires filing articles of organization with the New York Secretary of State Division of Corporations office. The filing fee starts at $200, and can be expedited for an additional fee.

The articles of organization must be signed by at least two LLC organizers, and include:

  • The LLC’s name.
  • The LLC’s purpose.
  • Each organizer’s name and address, including the registered agent. See below for specific New York requirements for registered agents.
  • The street address (including county) of the LLC’s registered office, the name of the LLC’s registered agent at that office.
  • A statement regarding whether the LLC will be run by a manager or member(s).
  • If the LLC is scheduled to dissolve by a certain date or upon a certain event, the articles must also state the period of the LLC’s duration.
  • The articles may also include other provisions that the members decide on, as long as they are not inconsistent with state law.

New York Registered Agents

New York LLC’s must designate a registered agent in New York to receive official state correspondence. An LLC’s registered agent can be a resident individual in New York State, a corporation, or a corporation originally formed in some other state that is authorized to transact business in the Empire State. It is allowable but not required for the registered office to be the LLC’s place of business.

Incfile can provide registered agent service for your LLC, if needed

Your LLC is “organized” once an original and a copy of the articles of organization are received by the New York Secretary of State’s office with the appropriate filing fee. The articles must be executed by at least two organizers. The articles of organization are effective as of the date and time they are filed.

Meeting the New York Publication Requirement

A unique state law in New York requires that a notice announcing the LLC’s formation is published in two periodicals designated by the county clerk where the LLC’s principal office is located. An affidavit of publication from each newspaper must be filed with the Department of State, along with a $50 filing fee. These publication fees vary per county, and will be more expensive in the city than outside of the five boroughs.

Creating an Operating Agreement for Your New York LLC

After the articles of organization, the most important document for starting a New York LCC is its operating agreement. In the same way as a corporation’s bylaws, having an operating agreement isn’t mandated by the state, but it’s a very important internal document that officially states how the LLC will be run. It should list:

  • The LLC’s members (see below for how membership works).
  • How much each one has invested.
  • How the profits will be divided.
  • How much weight each member has when matters come to a vote.

The operating agreement may also specify requirements for meetings and other daily operations, but it is not required to. Normally, however, the operating agreement does include New York state requirements, and it can contain limits on members’ authority to adopt, change or repeal an operating agreement. If the LLC has more than one member, the operating agreement must be initially approved by all the members in writing.

How Membership Works in a New York LLC

The owners of an LLC are called “members” instead of “shareholders,” or “partners” as in a corporation. An LLC must have at least one member who may be an individual, a corporation, a partnership, another LLC, or any other legal entity. Members may acquire an interest in or become a member of the LLC when it is formed, in a method stated in the operating agreement, or when the majority of the LLC’s members approve by voting.

A member normally needs to pay cash, make a contribution, or transfer property to the LLC in order to become a member. However, an individual may be admitted as a member without acquiring a membership interest if there is such a provision in the articles of organization or operating agreement, or if all the LLC’s members consent and the admission is documented in the official records.

A member can only resign from the LLC in the manner stated in the articles of organization or operating agreement. These also usually specify a minimum period of time a member can be a member before being allowed to resign. LLCs have the option of pursuing legal compensation for damages to the LLC because of a member’s resignation.

What are the Ongoing Requirements for a New York LLC?

Now that you have your new LLC, there are a few things you need to complete on an ongoing basis. Every two years, LLCs in New York must file a Biennial Statement with the New York Department of State stating the address to which the Secretary of State would mail a copy of any official correspondence or legal document.

With Incfile, we’ll send you courtesy email reminders as the necessary due dates for LLC requirements approach.

Dissolution or Ending an LLC in New York

A New York LLC is considered to be dissolved when any of the following events occur:

  • Event(s) specified in the articles of organization or operating agreement that require dissolution.
  • A majority of the members or groups of members agree to dissolution.
  • An event that makes it illegal for the LLC to continue.
  • When all members leave the LLC, unless within 180 days the legal representative of the last remaining member agrees in writing to continue the LLC and to admit the legal representative as a member.
  • A judicial decree orders dissolution.

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

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