Form a New York LLC
LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your New York LLC with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the New York Secretary of State. We also conduct a name search for your New York LLC, to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your New York LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name:Choosing a business name is one of the first steps in the process of forming your New York Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, without abbreviation the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC"
Must be distinguishable from (cannot be the same as or deceptively similar to) any New York limited liability company, foreign limited liability company or a fictitious name of an authorized foreign limited liability company
Must not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited
Must not contain the following phrases or abbreviation or derivative of: board of trade, state police, chamber of commerce, state trooper, community renewal, tenant relocation, urban development, corporation, incorporated, urban relocation, partnership
Must not contain the following words or abbreviation or derivative thereof: acceptance, guaranty, indemnity, annuity, assurance, insurance, attorney, investment, bank, lawyer, benefit, loan, mortgage, savings, casualty, doctor, surety, endowment, title, fidelity, trust, finance, underwriter, unless the approval of the superintendent of banks or the superintendent of insurance, as appropriate, is attached to the articles of organization or unless the word "doctor"or "lawyer" or an abbreviation or derivative thereof is used in a context that clearly denotes a purpose other than the practice of law or medicine
Must not, unless the approval of the state department of social services is attached to the articles of organization or application for authority, contain the word "blind" or "handicapped." Such approval shall be granted by the state department of social services
Must not, unless the approval of the attorney general is attached to the articles of organization or application for authority, contain the word "exchange" or any abbreviation or derivative thereof.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your New York Limited Liability Company before filing to see which names are available.
Articles of Organization: In any New York LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the New York Secretary of State, Corporations Division for filing. State law requires that certain information be included in the articles of organization of your New York LLC formation. This information must include:
The LLC name
The period of the LLC's duration (this period may be perpetual or for a set amount of time) and if any set date, the latest date on which the LLC is to dissolve
The county of its principal place of business or office
A statement as to whether the LLC is to have a registered agent, including the name and address, or whether the LLC will designate the secretary of state as agent and the post office address to which the process must be served
A statement as to whether all or specific members are to be liable for the LLC's debts, obligations, & liabilities
Any other provisions, not inconsistent with law, for the regulation of the internal affairs of the LLC:
o The business purpose of organization
o A statement of whether there are limitations on the authority of members or managers or a class or classes thereof to bind the LLC
o Any provisions in the operating agreement
Filing: Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State by one or more persons and signed by one or more organizers.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a New York LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: One or more
Procedure for Membership: The member may acquire an interest in the LLC either the later of two dates: upon the formation of the LLC (effective date of the articles of organization) or the date specified in the operating agreement or records of the company. After the LLC has been formed, a person may be admitted as a member (1) directly from the LLC in compliance with the operating agreement or (2) upon the vote or written consent of a majority interest of the members.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement
A member may not withdraw from a LLC prior to dissolution and winding up unless indicated by the operating agreement
Notwithstanding anything to the contrary under applicable law, an operating agreement may provide that a membership interest may not be assigned prior to the dissolution and winding up of the limited liability company.
Contribution:The contributions of a member to the LLC may consist of cash, property or services rendered or a promissory note or other obligation to contribute cash or property or to render services, or any combination of the foregoing.
Registered Agent In New York
LegalZoom can also provide your business with a Registered Agent in New York. Every LLC must continuously maintain a registered office and registered agent in New York ?the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: A registered agent in New York may be (1) a natural person who is a resident of this state or has a business address in this state; (2) a domestic limited liability company or an authorized foreign limited liability company; or (3) a domestic corporation or a foreign corporation authorized to do business in this state.
Registered Office: The New York registered office may be but does not need to be the LLC's place of business.
New York Secretary of State
Once a New York LLC has been created, the New York Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the New York Secretary of State office.
Records: Each limited liability company shall keep following records open to inspection at its office:
If the LLC is manager-managed, a current list in alphabetical order of the full name and last known mailing address of each such manager
A current list in alphabetical order of the full name and last known mailing address of each member together with the contribution and the share of profits and losses of each member or information from which such share can be readily derived
A copy of the articles of organization and all amendments thereto or restatements thereof,
Executed copies of any powers of attorney pursuant to which any certificate or amendment was executed
A copy of the operating agreement, any amendments or restatements thereto
A copy of the LLC's federal, state and local income tax or information, returns, and reports, if any, for the three most recent fiscal years.
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
Expiration of the duration of the LLC specified in the articles or operating agreement
Occurrence of event specified in writing in the operating agreement
Any requirement in the operating agreement requiring approval by any greater or lesser percentage in interest of the members or class or classes or group or groups of members, the vote or written consent of at least a majority in interest of the members or, if there is more than one class or group of members, then by at least a majority in interest of each class or group of members
When there are no members, unless within 180 days, the legal representative of the last remaining member agrees in writing to continue the limited liability company and to the admission of the legal representative of such member or its assignee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member
Entry of a court order
The death, retirement, resignation, expulsion, bankruptcy or dissolution of any member or the occurrence of any other event does not dissolve the LLC unless within one hundred eighty (180) days, a majority of all remaining members of the LLC or, if there is more than one class or group of members, then by a majority in interest of all remaining members of each class or group of members, agree in writing to dissolve the LLC
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for New York is variable, depending on New York taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the New York Secretary of State along with the appropriate filing fee. When appropriate, a check must accompany the document payable to the State of New York, covering all charges for the New York Secretary of State.