How to Form an LLC in New York Correctly: A Step by Step Guide
When you decide to start a new LLC in New York there will be a set of guidelines to follow to make sure you are staying compliant with the rules set by the state. To enjoy the advantages that LLCs offer to business owners you need to stay in good standing to maintain an active business status. These advantages include things such as liability protection for owners, ease of formation, and flexibility in ownership and information changes for the business. To set up your LLC correctly, you will need to follow a list of requirements that will include:
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Choosing a business name - Your business name will need to be unique and distinguishable enough from other active businesses in the state.
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Appoint a Registered Agent - You must appoint a registered agent with a current physical address in the state of New York (PO Box is not permitted).
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Submit your Articles of Organization - File the Articles of Organization with the Secretary of State to officially form your LLC. This will include your business, registered agent, and ownership information.
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Draft an operating agreement - An operating agreement will outline the roles on responsibilities of the owners of the LLC, and detail the steps the business will take for handling certain procedures.
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Obtain an EIN - An EIN will be issued by the IRS and be required for tasks such as filing taxes, hiring employees, and opening a business bank account.
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Meet New York publication requirements - New York requires LLCs to publish notice of formation in their local papers for 6 consecutive weeks, and this must be done within 120 of formation.
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Maintain ongoing good standing - Ongoing compliance will include filing biannual reports and registering for any required business licenses that are needed by the industry you are in.
This guide will cover how to form a New York LLC and tips to make sure you are staying compliant with the state requirements. You can choose to either submit these forms on your own, or you can hire a service like Firstep to handle this process for you while you focus on building your business. If you choose to do this on your own, this guide will give new business owners a step by step plan for forming their LLC in New York.
Step 1. Choosing a Business Name
The first step in forming an LLC in New York will be to choose a business name. Your business name will be required to be unique and distinguishable enough from other active business names in the state. The business name you choose is a key aspect of your formation process as this name will be the first thing customers who interact with your business will see, and if your name relates to the products or services you offer customers will be more likely to remember your business and become repeat customers. In New York, business names are not held for any reason, so if a business is inactive or out of good standing for any reason the name is available for you to choose. It can be useful to use the business name search tool on the state website to get a better understanding of what names are potentially available to you to ensure your chosen name is approved the by state.
Your LLCs name is required to include certain designators in the name such as "LLC" or "Limited Liability Company". On the Articles of Organization form, you will need to ensure you enter the name exactly how you would like it to appear on your documents and on official paperwork. While brainstorming potential business names it can be helpful to use the business entity search tool to see what names are currently in use and what is available for you to choose from.
Step 2: Appoint a Registered Agent
All LLCs that are formed in New York are required to have an active registered agent for their business. The New York Secretary of State serves as the default registered agent for all LLCs in New York, but businesses may also appoint an additional New York registered agent if they wish. A registered agent is responsible for receiving service of process and important notices sent to your LLC by the state, and is authorized to accept legal documents and service of process on behalf of the LLC. You can appoint anyone as your registered agent as long as they meet the requirements set by the state. The agent must have a physical street address in the state of New York (P.O. Boxes are not permitted), be at least 18 years old, and be available during regular business hours (Monday–Friday, 9am–5pm).
These requirements must be met for your registered agent appointment to be approved and to maintain your LLC’s good standing in the state. You can choose yourself, a trusted friend or family member, or you can hire registered agent services like Firstep to serve as your registered agent. Using a registered agent service can provide privacy protection and may help reduce publication costs for LLCs in New York. If you choose to be your own registered agent, the address you list will appear on your Articles of Organization and become public information. To avoid this, you can appoint a friend, family member, or hire a service like Firstep. Designating a New York registered agent is important to maintain compliance, and the county clerk's office may also play a role in permits and publication requirements for your LLC.
Step 3: Submit Your Articles of Organization
Now that you have chosen your business name and have a registered agent in place, you are now ready to officially form your LLC in New York. To do this, you must file Articles of Organization with the New York Department of State. Go to the New York Secretary of State website and navigate to the business page, choose the domestic limited liability company tab, scroll down to how to file and select file online. This form will require you to enter information about your LLC such as:
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Enter the name of your LLC including a designator
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Confirm whether or not your business name has any non english words in it
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Choose the county your office address will be in (you must select a specific New York county for your LLC’s office, which will affect your publication costs)
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Enter your service of process and registered agent information including their name and address
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Fill out the Organizer Attestation and the Filer Attestation
Once this information has been filled out, you are ready to advance to the payment section of the form and enter your payment information. The filing fee for the Articles of Organization is $200 if you choose to submit this form on your own online. Or, you can hire a service like Firstep to handle this process for you so you can focus on your business operations.
Step 4: Draft an Operating Agreement
New York law requires all LLCs to adopt a written operating agreement within 90 days after filing the Articles of Organization, though this document does not need to be filed with the state. A New York LLC operating agreement is a legally required internal document that outlines the ownership structure, management responsibilities, voting rights, and distribution of profits among members. Having an operating agreement helps prevent conflicts among members, preserves the limited liability status of the LLC, and ensures legal compliance with New York state law.
A written operating agreement is crucial for defining whether your LLC will be member-managed or manager-managed, the process for admitting or removing members, and the procedures for dissolving the business if necessary. While the LLC operating agreement is for internal use only, it is essential for establishing clear policies and operational procedures, reducing the risk of disputes, and protecting the rights of all members.
Step 5: Obtain an EIN
Now that you have an active business and created an operating agreement for your LLC, the next step will be obtain an EIN. Your EIN number (employer identification number) will be issued by the IRS and will be needed to do things such as filing taxes, hiring employees, and opening a business bank account. These numbers will only be issued to your business one time, so it's important to make sure to download these documents once they have been issued to make sure you do not lose or forget your number.
To obtain your EIN you will need to go to the IRS website and fill out the application. You need to make sure you are entering your personal and business information exactly as it appears on the Articles of Organizations to avoid having any long wait times for review or processing times. If you have already gotten an EIN number but forgot it or lost the documentation, you can still retrieve this through the IRS. A service like Firstep is able to both obtain an EIN for you and retrieve a lost EIN from the IRS. However, this process can take some time so it's important to start this process before you plan to hire any employees or before tax season to avoid any long processing times.
Step 6: Meet Publication Requirements
In the state of New York you will need to publish notice of your new LLC. This will require you to publish a notice in 2 newspapers, and run these notices for 6 consecutive weeks in your LLCs county. New York requires these newspapers to be one daily paper and one weekly paper, and this must be done within 120 days of your LLC formation date. After you have ran these publications for the 6 weeks as required, the publishers will provide you with an affidavit of publication that you will need to submit to the Secretary of State and file a Certificate of Publication for a fee of $50 to prove this requirement has been met.
The costs of the publications can vary based on the county your business is in, so be sure to check the prices. Typically, the county clerk will have a list of designated papers you can use to meet these requirements.
Step 7: Maintain Ongoing Good Standing
After you have officially formed your new LLC in New York and have obtained all the required documents to go along with it, the most important thing you will need to do going forward is to maintain your good standing with the Secretary of State. This will including doing things such as filing biannual statements on time and registering for any business licenses that might be required for your industry.
Biannual Statements
All LLCs that are formed in New York will be required to submit their biannual statements by their business's due date. These reports will be found on the New York e-filing page and you will need your DOS ID number and registered business name to start this report. The biannual statements will renew your LLCs good standing with the state and update or change your business information. The due dates for these filings will be by the last day of your original filing month every 2 years, so for example if you formed your business on July 2nd your renewal date will be July 31st. The online fee for submitting these reports will be $9 if you choose to do this on your own, or you can hire a service like Firstep to take care of this each year for you.
Business Licenses
Depending on the industry your business is in you may be required to register for certain business licenses with your local level government. Requirements vary depending on your business type so it's important to be aware of what your business will need to do, and make sure you are following the guidelines for good standing. Certain specialized industries are typically required to register for these licenses such as healthcare, construction, law, and insurance.
FAQs on New York LLCs
Where can I go to form and maintain my New York LLC
To form a New York LLC you will need to go to the New York Secretary of State website. This will be where you can both form your business and file your biannual reports.
Can I form an LLC in New York if I don't live in the state
Yes, you can still form a New York LLC even if you do not live in New York. However, you will need to have a current registered agent.
Do I need to have an operating agreement in New York
No, you are not legally require to have an operating agreement for your New York LLC. These documents are typically for internal use and the state does not make these mandatory.
When are biannual statements due for LLCs in New York
All LLCs in New York will be required to submit biannual statements for their business every 2 years. The report due date will be the end of the month of the business's original filing month. For example, if you formed your business on January 10th, your due date will be January 31st.
