Check out this handy guide to help you form an LLC in New York.
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updated November 21, 2023 · 6min read
A limited liability company (LLC) offers liability protection and tax advantages, among other benefits for small businesses.
LLC formation in New York is easy. Just follow these seven steps, and you'll be on your way.
You'll need to choose a name to include in your articles before you can register your LLC.
Names must comply with New York naming requirements. The following are the most important requirements to keep in mind:
See a complete listing of New York's naming rules.
In New York, the "agent for service of process" for every LLC is the New York Department of State. If your LLC is sued, the New York Department of State will accept legal documents and forward it to the LLC. All LLC's must give their name and address to the New York Department of State.
You can also appoint a registered agent as an additional agent to receive service of process for your New York LLC.
A registered agent is the person or entity authorized to receive service of process and other official legal documents and notices on behalf of your LLC.
A registered agent can be a person (including yourself or an employee of your LLC) or an entity that offers a registered agent service. They must meet the following criteria:
The Articles of Organization is a document that officially establishes your LLC by laying out basic information about it. New York has a form (DOS-1336 Form) that individuals can access to file Articles of Organization.
Prepare Articles of Organization and file them with the New York State Division of Corporations to register your New York LLC properly. Though it sounds like a big job, that simply means filling out a relatively simple online form and submitting it. You can also send it by mail.
To prepare your articles, you'll usually need the following information:
Once you file your Articles, the secretary of state will review the filing. If the articles are approved, the LLC becomes a legal business entity.
The LLC must publish in two newspapers a copy of the articles of organization or a notice related to the formation of the LLC. This requirement must be fulfilled within 120 days after the LLC's articles of organization become effective.
LLC's are required to publish in newspapers designated by the county clerk in which the office of the LLC is located. Once published, the newspaper will provide an affidavit of publication. . The Certificate of Publication, with the affidavits of publication of the newspapers attached, should be submitted to the New York Department of State.
An operating agreement is a document that outlines the way your LLC will conduct business. New York City requires LLC members adopt an agreement within 90 days after filing the Articles of Organization.
There is no requirement to file the operating agreement, but it is an essential component of your business. Having a readily accessible, written operating agreement is helpful for various reasons, including settling disputes that may arise over financial agreements and other potential litigation. Without an agreement in place, the courts make determinations based on state law, not necessarily what is in the best interest of the LLC and its members.
The operating agreement can include, but is not limited to, the following:
The state will issue you a certificate that confirms the LLC formally exists after the LLC's formation documents are filed and approved. It might take up to 7 weeks to receive your certificate.
This certificate will allow the LLC to obtain an Employer Identification Number (EIN), business licenses, and business bank account.
The nine-digit Employer Identification Number (EIN) is assigned by the Internal Revenue Service to identify your LLC for taxes. You can obtain your EIN by mail or online through the IRS.
The purpose of an EIN is to assist with the following:
Registering your LLC gives you a legal foundation to conduct business. Plan to keep your LLC compliant and in active status on the state's website.
This might include making quarterly tax payments. New York doesn't require an annual report for your LLC, but might require an annual state fee. The amount depends on the your LLC's gross income in the previous year. This fee must be remitted to the New York Tax Department. You also need to maintain a registered agent for your business.
A registered LLC also makes it possible for you to do the following:
by Rudri Bhatt Patel
Rudri Bhatt Patel is a former attorney turned writer and editor. Prior to attending law school, she graduat...
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