How to form an LLC in New York

Who should form an LLC in New York?

Anyone who lives in New York or runs their business from there. If you form in another state but operate in New York, you will usually have to register there as a foreign LLC anyway, paying both states' fees. See home state or another state.

How do you form an LLC in New York, step by step?

1. Choose and check the name

   Search the state's business records and include "LLC", "L.L.C." or "Limited Liability Company" in the name.

2. Appoint a registered agent

   A person or company with a physical street address in New York. See what a registered agent is.

3. File the Articles of Organization

   Online or by mail with the Department of State, Division of Corporations, with the $200 fee. The Articles give the name, the county of the LLC's office, and an address for service of process. New York's Secretary of State is the default agent for service, so a separate registered agent is optional.

4. Get an EIN and sign an operating agreement

   The EIN is free from the IRS. See LLC operating agreement.

5. Register for state taxes

   Sales tax and payroll as needed. Then note the first yearly filing date.

What does New York require every year?

A Biennial Statement every two years for $9, updating the address for service of process. There is no annual report. See New York LLC Biennial Statement.

How does the publication requirement work?

1. Within 120 days of formation, publish a notice of formation in two newspapers, one weekly and one daily, chosen by the county clerk of the county where the LLC's office is.
2. Run the notice once a week for six consecutive weeks.
3. Collect affidavits of publication from both newspapers.
4. File them with a Certificate of Publication and the $50 fee.

Publication costs vary widely by county and can run into the hundreds or more than a thousand dollars in New York City counties. An LLC that does not publish has its authority to carry on business suspended until it complies, though its limited liability is not affected.

Is an operating agreement required?

Yes. New York requires a written operating agreement adopted within 90 days after filing the Articles. See LLC operating agreement.

Should you file it yourself or use a formation service?

Filing yourself costs only the state fee, and the New York filing is short enough for most owners to complete. A formation service saves time, can act as your registered agent and may send reminders for yearly filings, but compare total yearly costs: low headline prices are often paired with paid add-ons such as expedited filing, operating agreements or EIN applications, which you can do yourself free. Whichever you choose, keep the approved filing, the EIN letter and your operating agreement together. See how much an LLC costs.

Can a non-resident form an LLC in New York?

Yes. New York has no residency or citizenship requirement for an LLC's members or managers. You need a registered agent with a New York street address and an EIN; a foreign owner without a Social Security number applies for the EIN on Form SS-4. A single-member LLC owned by a foreign person files Form 5472 with a pro forma Form 1120 every year, even with no US income. See can a non-resident own a US LLC and annual filings for foreign-owned LLCs.

What happens if you miss a required report?

The state usually charges a late fee and marks the LLC as not in good standing, which can block a certificate of good standing, a bank account or a loan. If the filing stays overdue, the state can administratively dissolve the LLC, ending its liability protection and its claim to the name. Reinstatement means filing every missing report and paying the fees owed, so put the dates in your calendar. See reinstating a dissolved LLC.

Which New York taxes apply to an LLC?

New York taxes owners on their share of profit, and New York City adds its own taxes, including an unincorporated business tax on many LLCs doing business in the city. LLCs taxed as partnerships with New York income pay an annual filing fee based on New York-source gross income. New York has a state sales tax plus local taxes.

If you sell online, see New York sales tax for online sellers.

Federally, a New York LLC is taxed like any other LLC. See how LLCs are taxed. For a side-by-side view of state costs, see how much an LLC costs.

This guide is general information. It is not tax or legal advice for your situation.