Carolyn Young is a business writer who focuses on entrepreneurial concepts and the business formation. She has over 25 years of experience in business roles, and has authored several entrepreneurship textbooks.
David has been writing and learning about business, finance and globalization for a quarter-century, starting with a small New York consulting firm in the 1990s.
Published on March 16, 2022
Here are the steps you need to take to start a limited liability company (LLC) in New York:
Choose a name for your New York LLC: Your business name must be unique and contain the words Limited Liability Company or the abbreviation L.L.C. or LLC. You can use the New York Business Entity Search to check the availability of your desired business name.
Choose a registered agent: In New York, you can be your own registered agent for your LLC, or it can be another member of the LLC, an outside individual, or a qualified business service.
Determine your management structure: There are two basic types of LLC: member-managed and manager-managed LLCs.
Create an operating agreement: We have prepared two operating agreement templates for your use. One is for single-member LLCs, and the other is for multi-member LLCs.
To form your LLC, we recommend using a professional online New York LLC formation service. This ensures accuracy, compliance, and convenience by streamlining the process, avoiding mistakes, and providing ongoing support.
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Should you find video content more appealing, we’ve provided a comprehensive visual tutorial on creating an LLC in New York.
Continue reading to find a detailed guide on how to start an LLC in New York.
1. Choose a Name for Your New York LLC
Your business name is your business identity, so choose one that encapsulates your objectives, services, and mission in just a few words. You probably want a name that’s short and easy to remember, since much of your business, and your initial business in particular, will come from word-of-mouth referrals.
Next, enter your preferred name in the search box and press enter. Do this with similar names as well to see if businesses exist with similar names.
If you find the name during your search, you’ll need to go back to the drawing board and choose a different name.
You should also confirm that the name you want to register conforms to New York regulations on business names.
In New York, your LLC name must include the phrase “limited liability company,” or one of its abbreviations (LLC or L.L.C.), and it cannot include words that could confuse your New York LLC with any government agency.
Your business name also cannot include words like bank, insurance, university, and several other terms (or any similar names) without approval from certain state authorities.
Additionally, your business name must be distinguishable from all other business names in the state.
It’s also a good idea to check for nationally trademarked names, to ward off any potential problems later if your business expands, and check the availability of related domain names using our Domain Name Search tool. Using “.com” or “.org” sharply increases credibility, so it’s best to focus on these.
Once you’ve found a name that clears these hurdles, go ahead and reserve the name with this Name Reservation Request form on the New York department of state website.
A registered agent is a person or business authorized to accept legal, tax, and financial documents on behalf of your business, and communicate with the state on relevant matters.
The purpose of a registered agent is to ensure compliance with state laws and make sure official documents are handled in a timely manner. Having one person or entity to handle important documents helps to ensure nothing is missed, helping avoid potential potholes.
In New York, you can be your own registered agent for your LLC, or it can be another member of the LLC. An individual who is not a member or a professional agency can also serve as the registered agent for your LLC. Another business entity can also be a registered agent.
In New York, the requirements to be a registered agent are:
Must be 18 years or older
Have a physical address in the state
Be personally available during normal business hours
If the agent is a business entity, it’s registered to operate in the state
NOTE: In New York, the registered agent is the Secretary of State itself if you do not choose an alternative. If you decide not to designate your own registered agent, you’ll still need to provide “service of process” contact information where all correspondence can be sent.
Many LLCs choose a member who is highly involved in the business to be the registered agent, although a registered agent service saves you time and ensures compliance.
Advantages of a Registered Agent Service
A registered agent service is a professional service that will handle official correspondence and documents for your business. Registered agents ensure that all official correspondence is handled on time and keep copies of documents for you. They also keep track of deadlines and send reminders of things you need to file, such as tax forms and annual reports.
A registered agent service will help keep you in compliance with the law and save you time by keeping track of key documents and filing deadlines. This also frees you up to focus on growing your business. The agency will also offer support if problems or questions come up.
Using an agency enables you to have flexible hours. If you’re your own registered agent, you must be personally available from 8 AM to 5 PM at your registered agent address. If you use an agency, they are available during those hours so that you don’t have to be.
An LLC offers its owner or owners considerable flexibility in terms of management. You can choose your management and operational structure.
LLC owners are known as members. In a member-managed LLC, the members run the business. In a manager-managed LLC, non-members are hired to oversee and run the business.
In a member-managed LLC, members are involved in day-to-day operations. Most LLCs are member-managed because the majority are small businesses that cannot afford to hire a management team.
Many LLC owners prefer to have a member-managed structure because they want to be in control of decision-making and directly involved in operations. Unlike corporations, most LLCs do not have boards of directors to oversee the management. This means that whoever manages the company is in control of all decisions.
In New York, LLCs are considered member-managed by default unless they have specified that they are manager-managed in the formation documents or operating agreement.
In a manager-managed LLC, non-members are hired as managers. Some members still may be managers alongside the non-member managers, or none of the members can be managers. In this structure, any members who are not managers are passive investors and have no role in the operations of the company.
This structure works best when some or all of the owners want that passive ownership, or if there are a large number of members – too many to all effectively manage the LLC. Another reason to choose a manager-managed structure is when members simply don’t have management skills. Having a great business idea and the capital to start a company does not necessarily mean that someone can run a company. In such cases, hiring professional managers can give the company a better chance of success.
4. File Articles of Organization with the New York Department of State
To make your LLC official, you’ll need to file Articles of Organization with the state. This is the legal document that officially creates your LLC as a legal entity in New York. The Articles of Organization include information about your LLC, such as its address and owners.
In New York, the process to file articles of organization is quite simple. The crucial first step is gathering the required information about your new LLC before proceeding with the filing itself.
Here are the steps you’ll need to take to create your new business entity:
Gather the required information about your business.
LLC name
The county of the LLC’s office address
A mailing address to receive document copies from your registered agent
NOTE: LLCs in New York identify the Secretary of State as their registered agent
Name and address of the filer
Visit New York’s Department of State website
Find New York’s articles of organization form here. It’s easiest to fill out the form online and file immediately, but you can also download it, fill it out and mail it in.
Filling out Articles of Organization Document
To file online quickly, you’ll need to make an NY.gov business account.
Residents of New York, beware and be careful! It’s possible you may already have an NY.gov ID account as a result of the pandemic. If this is the case, your current NY.gov ID is likely a personal account. Avoid logging in to that one, or log out, and create a new business account.
Start the filing process by creating a new NY.gov ID business account here. You’ll be brought to a page with multiple choices. Don’t panic when you see all the different options! Just click on the Department of State link.
Fill in the registration portal with the correct information and create your account.
You can now log in here. Search for LLC articles of organization, click the associated application link, and fill out the form for your business.
Here’s what you can expect when filing:
Fill in the name of your LLC, checkmark any optional clauses you would like to include, and specify the county of the LLC’s office address. Next, provide the name and mailing address for the Secretary of State to forward document copies to. At this time, you’ll also have the opportunity to add another registered agent.
Choose any offered supplementary statements you wish to add to your articles of organization. These statements aren’t required, so carefully review each statement before including any. You’ll then provide your information and electronically sign the form.
When filling out your articles of organization form, be sure to double-check that all the information is accurate and up-to-date. Maybe you’ve just moved, or use your middle initial in official documents, such as with your bank account. If you get it wrong now, changing it later can be a real pain. So accuracy is crucial.
File Articles of Organization –
Before you pay and finish filing, you can review your form and will have the opportunity to request additional copies.
The base filing fee for an LLC’s articles of organization in New York is $200. However, if you select any additional services, your filing fee will cost more. For example, fees to accelerate filing range from an extra $25 to $150.
The form will show you the details of the charges before payment.
After paying, your completed form will automatically be submitted and a PDF of the filing receipt will be emailed to you.
You can monitor the status of your application on your account’s dashboard, but on average, you can expect processing to take about a week. If you’re too excited to wait and decide to expedite the process, you can pay extra and shorten the time to just one day – or even just two hours!
Do I need an attorney to file articles of organization in New York?
You do not need an attorney to file articles of organization in New York. You can easily file online yourself, or use a business formation service. ZenBusiness’s online LLC formation service will enable you to form your LLC in just a few minutes.
How do I amend my LLC articles of organization in New York?
You can fill out, sign, and mail a certificate of amendment and payment of $60 to the address provided above. If you pay with a card, be sure to fill out the associated Authorization Form and include it with your completed certificate.
How do I get a copy of my articles of organization in New York?
When filing your LLC’s articles of organization online, you’ll have the option to request copies before proceeding to the payment page.
5. Create an Operating Agreement
An operating agreement is required in New York. It is not filed with the state, but instead kept in your LLC’s records and used to resolve disputes, even in court.
An LLC operating agreement is an important legal document that details who owns the business and provides essential information pertaining to member duties. An LLC operating agreement establishes the financial relationship between members and the basics of the working relationships between those members and the managers who oversee daily operations.
It’s advisable to hire an attorney to ensure your operating agreement is thorough and legally binding.
The operating agreement should clearly define:
The percentage of each member’s interests in the LLC
How profits and losses will be allocated to each member
Each member’s rights and responsibilities
The management structure and management roles of members
The voting rights of each member
Rules for meetings and voting
What happens when a member sells their interest, becomes disabled, or dies
If the LLC has a board of directors, the operating agreement will also include the role and responsibilities of the board members and how they are compensated.
An LLC operating agreement provides legal and financial recourse for a number of situations. If conflicts arise between LLC owners pertaining to any of the above issues, the operating agreement will provide clarity and guidance.
Though New York has default rules on the books that address some of the potential challenges that might arise between LLC members, the LLC operating agreement has the potential to override such presumptions.
6. Apply for Business Licenses
In New York, forming an LLC doesn’t require a business license, but you’ll need to follow New York state procedures, as you may need local, state, or federal permits depending on your type of business. Fees for these vary, but most costs are minimal.
Federal regulations, licenses, and permits associated with starting your business include doing business as (DBA), health licenses and permits from the Occupational Safety and Health Administration (OSHA), trademarks, copyrights, patents, and other intellectual properties, as well as industry-specific permits. Refer to the SBA guide for federal licenses and permits to determine if your business activities are regulated by a federal agency.
Although New York state doesn’t require a general business license, certain cities may mandate local licenses for specific business types. To identify the licenses and permits that pertain to your LLC, you can utilize the Business Checklist provided by New York State’s Business Express. If your business requires specific licenses, the tool will guide you through the relevant application procedures.
This is not a step to be taken lightly, as failing to comply with legal requirements can result in hefty penalties. If you feel overwhelmed by this step or don’t know how to begin, it might be a good idea to hire a professional to help you check all the legal boxes.
Your New York Employer Identification Number, or EIN, is like a social security number for your company, allowing the IRS to easily identify your business. It is also known as a Federal Tax Identification Number (FTIN), or sometimes for corporations it’s called a Tax Identification Number (TIN).
An EIN is used to identify US businesses and contains information about the state the company is registered in. It also identifies the taxpayers who are required to file tax returns for the business.
It is used by employers for filing taxes and is generally required for businesses when they open a business bank account.
All EIN applications (mail, fax, electronic) must disclose the name and Taxpayer Identification Number (SSN, ITIN, or EIN) of the true principal officer, general partner, grantor, owner or trustor. This individual or entity, which the IRS will call the ‘responsible party,’ controls, manages, or directs the applicant entity and the disposition of its funds and assets. Unless the applicant is a government entity, the responsible party must be an individual (i.e., a natural person), not an entity.
The application is free and can be found on the IRS website. The application is form SS-4, and it can be mailed to the IRS or submitted electronically. Once your information on the application has been validated, your EIN is assigned immediately. The EIN will never expire, and is never duplicated, even if you go out of business.
Next Steps
Opening a Business Bank Account
Before you start making money, you’ll need a place to keep it, and that requires opening a bank account.
Keeping your business finances separate from your personal account makes it easy to file taxes and track your company’s income, so it’s worth doing. Opening a business bank account is quite simple, and similar to opening a personal one. Most major banks offer accounts tailored for businesses — just inquire at your preferred bank to learn about their rates and features.
In New York, banks vary in terms of offerings, so it’s a good idea to examine your options and select the best plan for you. Once you choose your bank, bring in your EIN, articles of organization, and other legal documents and open your new account.
Getting Small Business Insurance
Business insurance is an area that often gets overlooked yet it can be vital to your success as an entrepreneur. Insurance protects you from unexpected events that can have a devastating impact on your business.
Here are some types of insurance to consider:
General liability: The most comprehensive type of insurance, acting as a catch-all for many business elements that require coverage. If you get just one kind of insurance, this is it. It even protects against bodily injury and property damage.
Business Property: Provides coverage for your equipment and supplies.
Equipment Breakdown Insurance: Covers the cost of replacing or repairing equipment that has broken due to mechanical issues.
Worker’s compensation: Provides compensation to employees injured on the job.
Property: Covers your physical space, whether it is a cart, storefront, or office.
Commercial auto: Protection for your company-owned vehicle.
Professional liability: Protects against claims from a client who says they suffered a loss due to an error or omission in your work.
Business owner’s policy (BOP): This is an insurance plan that acts as an all-in-one insurance policy, a combination of the above insurance types.
Decision on LLC Tax Status
LLCs are unique in terms of taxation as their owners have a choice about how the company will be taxed. By default, an LLC is taxed like a sole proprietorship if it has one member and a partnership if it has more than one member.
In both cases, business income “passes through” to the members, while profits and losses are reported on their individual tax returns. The LLC itself is not taxed, which simplifies the process for members. Also, losses and operating costs of the business can be deducted personally by the members. Taxes are paid at the personal tax rate of the members, although the owners may also have to pay self-employment taxes.
Note that a multi-member LLC must also file form 1065 with the IRS, which is the U.S. Return of Partnership Income. Attached to this will be form K-1s for each member showing their share of the business income.
But LLCs owners can instead choose to be taxed as a corporation. To do so, the LLC must file a document, referred to as an election, with the IRS. The LLC must then decide if it wishes to be taxed as an S corporation or a C corporation.
C-Corp status means profits are taxed at the current rate for corporations (21% as of early 2022), which is significantly lower than the typical individual taxpayer rate. But keep in mind, C-Corp shareholders, which includes members, must also pay taxes on their distributions (but not self-employment taxes). Thus, the C-Corp is subject to what is sometimes referred to as double taxation.
As with sole proprietorship and partnership status, S-Corp taxation considers the LLC a pass-through entity, which means income passes through the company and into the hands of the owners. At this point, taxes are applied at the same rate as those of individual taxpayers.
S-Corps use Form 1120S to file their taxes, which is used to report the income, losses, and dividends of shareholders. S-Corp shareholders do not pay self-employment taxes, which is the primary advantage of S-Corp status compared to sole proprietorship or partnership.
Generally, S-Corp tax status is beneficial if the company is profitable enough to pay the owners a salary and at least $10,000 in annual distributions so the owners can be taxed as employees and not pay self-employment taxes. It costs more to run an S-Corp than an LLC due to additional bookkeeping and payroll expenses. Thus, the tax benefits should be more than the additional costs for an S-Corp status to make financial sense.
File a Biennial Statement
In New York, LLCs need to file a New York biennial statement to remain in good standing. The fee is $9 and it’s due by the end of the anniversary month of LLC formation every two years. LLCs must also pay an annual fee in an amount that’s based on the gross income of the LLC. The fee is due by the end of the anniversary month of the LLC formation each year.
How much does it cost to start an LLC in New York?
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