How to File an LLC in New York

It takes guts and imagination to start a small business, but attention to the mundanities—like taxes and paperwork—is also vitally important to the success of any entrepreneur. If you’re ready to make your small business “official” in New York, you’ll want to think carefully about the type of business you want to be and ensure you’re prepared for the filing process. 

Forming a limited liability company, or LLC, is the wise place for most business owners to start. LLCs have a less rigid structure and fewer fees and requirements than S corps, without sacrificing the tax benefits. Even if you see your business one day going public or taking on significant investors, activities that require a C corp, you’ll probably want to begin and grow as an LLC.

Here’s a step-by-step guide to the New York LLC formation process. Making sound decisions during the filing stage can give businesses a jump-start and save entrepreneurs valuable time they can spend building their businesses.

Key Takeaways:

• An LLC business structure offers limited rules, fees, and red tape, tax advantages, and liability and asset protection.

• State fees and annual filing fees for New York LLCs are highly affordable compared to other states.

• In order to successfully file for an LLC in New York, you must choose a business name, fill out articles of organization, hire a registered agent, and meet the NY publication requirements.

What Is LLC Formation?

A limited liability company is a business structure that allows people to conduct commercial activities, whether in a group or as individuals, at limited personal risk.[1, 2]

LLCs are recognized as a business structure in New York and registered with the New York Secretary of State. As you learn more about LLCs, it’ll be helpful to know these words:

• Business structure: To apply for business licenses and permits, secure a business bank account, collect sales tax, and otherwise lawfully conduct business in New York, entrepreneurs need to choose a legal structure for their business. An LLC is one of these, along with S corps, C corps, partnerships, and sole proprietorships. 

• Members: An LLC consists of members. These can be one or more individuals, corporations, or a combination of both. The members are not shareholders or investors, but they determine how the organization will operate through a document called the articles of organization.

• Disregarded entity: A single-member LLC becomes a disregarded entity for tax purposes, as the LLC’s income is indistinguishable from one person’s personal income. The LLC’s income “passes through” to the members, and the organization isn’t taxed, though state fees and sales taxes still apply.

Who Should Form An LLC?

Sole proprietors exposed to some legal or financial risk

As a sole proprietor, your personal financial assets and future wages can be vulnerable in a lawsuit against your business. With an LLC, the company, not you, will be the target of the case. If it goes bankrupt, you won’t have to.[2]

Smaller or beginning-stage enterprises run by entrepreneurs with assets to protect

Liability and asset protection are huge reasons to choose an LLC over a sole proprietorship. While other business structures can come with complex governance mandates, high annual filing fees, state fees, and other regulations and paperwork, an LLC has limited rules, fees, and red tape alongside solid liability and asset protection.

Business owners looking for flexibility with taxes 

When you choose an LLC formation as your business structure, you notify the IRS how you want to be considered for tax purposes.[2] If being taxed like an S Corp or C Corp suits your business better, you can make this choice, or the LLC can be a “pass-through” to your personal income.

Business owners looking for flexibility with management 

An LLC can’t take on shareholders or investors, which means they aren’t required to maintain a board, hold board meetings, or follow onerous compliance rules. If you’re starting a business alone or with a small group you trust, an LLC will help you run things however it makes sense for your situation.[2]

If you’ve chosen an LLC as your business structure, read on for a step-by-step guide to the filing process in New York.

Step-By-Step Guide to Starting Your New York LLC

Entrepreneurs who are ready to file an LLC must follow their state’s rules. Here, we’ve detailed the requirements to register your LLC in New York. This complete list will cover the state filing fees, articles of organization, what a registered agent is and how to find one, how to fulfill the New York state publication requirements, and everything else you need to know.

Step 1: Choose a Business Name for Your New York LLC

The first step to LLC formation is choosing a unique business name. This doesn’t necessarily have to be the name your customers know you by when you start doing business, as long as you secure a DBA to use a different name. However, it should be related to your enterprise and needs to be approved by the state. 

There are several rules to keep in mind when choosing a business name:[3]

• Must include the words “Limited Liability Company” or one of its abbreviations (“LLC” or “L.L.C”) in the name.

• Must be different and distinct from other corporations registered with the New York department of state

May not include New York’s banned and restricted phrases for business names  You can conduct a free business name search using our tool, or look it up on New York state’s database of registered business entities. If you’re not ready to file your LLC but you have the perfect name, you can file a reservation form to keep it available for 60 days with a $20 fee.[3]

While choosing your business name, you also may want to consider these additional factors:

Can you make a website for your LLC name? 

How are your customers going to connect with your business? These days, an online presence is non-negotiable. You’ll want to do a domain search alongside your name search to make sure that your LLC name can have its own website.

Is your LLC name available for a trademark? 

To protect yourself from imitators, it’s wise to look ahead to ensure your chosen name can be trademarked. More information on trademarks is available on the US Patent and Trademark Office website. If you want to go ahead and file your trademark, you can do so through online services like Trademark Engine. 

Step 2: Fill Out New York Articles of Organization

The articles of organization establish your startup as an official LLC with the New York department of state. We can handle all the paperwork and hassle by filing your articles of organization for you, or you can use this form provided by the state’s division of corporations. The form requires you to inform the state:

• The exact name of your LLC 

• The county in which your business will be based

• The registered office address of your registered agent, which we will cover in the next section of this guide

You can file your articles of organization with the state at this link. The filing fee is $200. 

The date you file articles of organization for your LLC is like its birthday. Your annual report is called a biennial statement in New York and is due every two years. It will be due to the New York Department of State on this day, as will your annual filing fee.

Step 3: Hire a New York Registered Agent

Businesses are everywhere you look, and they all go through similar processes to operate legally. This means that however new and foreign it might feel to establish your enterprise, seasoned experts are helping thousands of businesses through the same process every year and are ready to help.

Chief among these experts and most important to the smooth operation of your limited liability company in good times or bad is your registered agent. Like an accountant handles your taxes, a registered agent is your official representative to the government and the recipient of official documents and legal proceedings. They receive all the critical documents for your business.[4]

You’ll have to select a New York registered agent to file your New York LLC. This can be you, but that would be unwise for a new business owner. Registered agents must keep regular business hours at a specific location—the address the government keeps on file—so anyone can deliver legal documents and other critical communications predictably and promptly.

We recommend Swyft Filings as your New York registered agent. Trusted by hundreds of thousands of businesses, our service automatically keeps you updated on necessary paperwork and reminds you of critical deadlines. We also get in touch when you receive mail and keep all your documents online to view 24/7. Learn more about our registered agent service here.

Step 4: Meet the New York LLC Publication Requirement

Once your articles of organization are effective, you have 120 days to publicize the formation of your LLC in two newspapers for six continuous weeks in the county where you formed your LLC. The announcement can be a reproduction of the articles of organization or simply relay the relevant information. The county clerk designates the two newspapers.

This publication requirement may influence your decision of where to locate your LLC. Fees that newspapers charge for space vary across the state. Albany will be substantially cheaper than New York City, and fees can climb above $1,000. 

After you meet the publication requirement for your LLC, the newspapers will provide an affidavit of publication, which you can file along with a certificate of publication to the New York Department of State and a $50 filing fee.[5]

Step 5: Create an LLC Operating Agreement

The articles of organization establish your business, but they contain very little information about how your limited liability company will run, who is responsible for what, how and when everyone gets paid, and other critical structures your business entity needs to have agreed upon in writing. 

These details get hashed out in a written operating agreement signed by the LLC’s members. It’s wise to consult a lawyer or business expert when you draft one. At the very least, you should work with a standard LLC operating agreement template, especially if you are working with multiple partners. 

State law requires you to sign operating agreements within 90 days of the date you file your articles of organization, but there’s no penalty for failing to do so. 

Step 6: File for an Employer Identification Number

Every New York business needs a Federal Employer Identification Number (FEIN) to hire employees, create a business bank account, pay federal and state taxes, and carry out other standard business operations. This is also commonly referred to as an Employer Identification Number or EIN. 

If you had a sole proprietorship in the past, your social security number served as your EIN, and that’s basically what an EIN is: a social security number for your business.

We’ll obtain your EIN for you today for a small fee. Otherwise, you can apply for an EIN with the Internal Revenue Service (IRS) online. 

Let Us Handle Your LLC Paperwork

Getting your New York LLC up and running may seem easy or daunting. But there’s no debating that this box-checking can be time-consuming, and in the life of an entrepreneur, time is precious.

Swyft Filings is a best-in-class professional service that provides one single place to handle your LLC formation. After that, we’ll serve as a reliable registered agent to keep your small business compliant and in good standing for the long term with the absolute minimum stress and time on your part, with experts on hand to answer your questions anytime.

We’ve handled critical paperwork for thousands of companies, and what may seem complicated to you is what we do every day. Let Swyft Filings do your filing while you get to running your business. The time you’ll save makes back the modest cost, but more importantly, you’ll never have to correct mistakes, and your documents will always be available, organized, and secure.

FAQs:

How much does it cost to set up an LLC in New York?

Aside from potential fees to lawyers and registered agents, two fees to the New York department of state are required to start a New York LLC. The first is a $200 payment for filing articles of organization. After fulfilling its publication requirements—the cost of which will depend on the LLC’s home county—the business then pays a $50 filing fee to receive its Certificate of Publication.[3] 

How is an LLC taxed in New York?

A NY LLC can be taxed as a sole proprietorship, C corporation, or S corporation, provided its members notify the IRS of their preference. Members can “pass-through” the income from their LLC and file it on their personal income taxes to avoid corporate tax rates. New York state does not tax LLCs on their income and adheres to Federal designations on tax classifications.[6, 7]

What are the benefits of a New York LLC?

An LLC is a low-maintenance and flexible option for business formation. If you were previously doing business as an individual, having an LLC provides critical financial and legal protections. For business owners choosing between other models, like a C or S corporation, an LLC lets you decide on an optimal taxation strategy while requiring minimal fees, paperwork, and regulations.

How do you dissolve an LLC in New York?

The members of a New York-based limited liability corporation can dissolve the entity at any time as long as its members follow the procedure for dissolution usually detailed in its operating agreement. First, submit a tax return for the current year, marking the box labeled “Final” on the top of the first page, and then file articles of dissolution with the NY Department of State, along with a $60 fee.[8, 9] Bibliography:

1. Internal Revenue Service. “Business Structures.” Accessed November 29, 2022

2. Small Business Administration. “Choose a Business Structure.” Accessed November 29, 2022

3. New York Department of State. “Forming a Limited Liability Company in New York.” Accessed November 29, 2022

4. Forbes Advisor. “What Is A Registered Agent For An LLC & Do You Need One?” Accessed November 29, 2022 

5. New York Department of State. “Certificate of Publication for Domestic Limited Liability Company.” Accessed November 29, 2022.

6. Internal Revenue Service. “Limited Liability Company (LLC).” Accessed November 29, 2022

7. New York Department of State. “Limited Liability Companies (LLCs) and Limited Liability Partnerships (LLPs).” Accessed November 29, 2022

8. New York Department of State. “Instructions for Voluntary Dissolution of a New York Corporation.” Accessed November 29, 2022

9. New York Department of State. “Articles of Dissolution for Domestic Limited Liability Companies.” Accessed November 29, 2022