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If you’re thinking about starting an LLC in New York, you’ll need to follow a few steps before you begin, as the filing process can be confusing if you’re not sure where to start. Our guide breaks down what you can expect and what you need to do to register your LLC in New York State so you can open your doors faster.
Key takeaways
- Forming a New York LLC requires filing your articles of organization with the Department of State (DOS) and paying a $200 state filing fee.
- New York requires new LLCs to publish notice of formation in two newspapers designated by the county clerk.
- The New York Secretary of State serves as an LLC’s agent for service of process. Owners can also designate a private registered agent.
- New York requires LLCs to file a biennial statement with the Department of State every two years, not annually.
- You can file your articles of organization online or by mail. Expedited processing is available for an additional fee.
Step 1: Name your New York LLC
You’ll need to create a name for your LLC before you can register with the state. The name must be distinguishable from certain names already on file and meet all of the state’s requirements. Choosing a name that doesn’t meet those requirements can lead to delays and cause the Department of State to reject your application.
Before filing anything, run a name search with the Department of State’s Corporation & Business Entity Database either directly on the NY DOS site or by using LegalZoom’s free New York business name search tool.
Free New York Business Name Check
Starting a business? Use our free name check tool to check your business name against the New York Department of State records.
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What naming restrictions does New York enforce?
Names must contain, without abbreviation, “Limited Liability Company,” or the abbreviation “L.L.C.” or “LLC.” Your name must also be distinguishable from certain business names already on file with the state.
New York also keeps a list of restricted and prohibited words. Some terms, like “board of trade” and “chamber of commerce” can’t appear at all. Others need prior written consent from a specific state agency. This includes:
- Banking and finance terms. Acceptance, Bank, Finance, Investment, Loan, Mortgage, Savings, and Trust need approval from the Department of Financial Services.
- Insurance terms. Annuity, Assurance, Benefit, Bond, Casualty, Endowment, Fidelity, Guaranty, Indemnity, Insurance, Surety, Title, and Underwriter need Department of Financial Services approval.
- Education terms. University and College need approval from the Education Department.
- Certain government and international organization references are restricted. For example, using “United Nations” requires consent from the Secretary-General of the United Nations.
If your business operates in any of those categories, build in extra time to get written approval from the appropriate agency before you file.
Can you reserve a name before filing?
Yes, you can reserve a business name before filing your articles of organization. New York name reservations are valid for 60 days and cost $20. If you don’t register your LLC by the end of those 60 days, you can renew your reservation for up to two additional 60-day periods. Each renewal costs an additional $20 each.
Do you need a DBA for your New York LLC?
If you want to do business under a name other than your LLC’s legal name, you’ll need to register an assumed name (sometimes referred to as a “doing business as” or DBA) with the Department of State.
A domestic LLC can register an assumed name by filing a certificate of assumed name with the DOS. The state filing fee is $25. However, if you want someone to handle the filing for you, LegalZoom’s DBA service can file your assumed name on your behalf.
Step 2: Appoint a New York agent for service of process
Most states require you to appoint an agent for service of process when you register your business with the state, but New York is different. When you register an LLC in New York, the Secretary of State automatically acts as your agent for service of process and forwards legal documents to the address on file. You can choose to designate a private registered agent in addition to the Secretary of State.
Who can serve as your agent for service of process?
Under Section 302, a private registered agent can be an individual who is a New York resident or has a New York business address, or a domestic or authorized foreign corporation or LLC. If you designate a private registered agent, you’ll need to provide the agent’s New York address in the filing.
You can also designate yourself as a private registered agent if you meet the state’s requirements. A professional registered agent service is another option if you’d rather have someone else receive service of process on the LLC’s behalf.
Step 3: File your articles of organization
New York LLCs need to file articles of organization, which has a $200 filing fee, whether you file online or by mail. Your LLC is formed when the articles are filed with the Department of State, unless you specify a later effective date.
You can file online or by mail. To file online, use the Department of State’s business filing portal. This is typically the fastest option.
If you prefer to file by mail, send the Form DOS-1336 with your $200 payment to:
New York Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
Payment options depend on how you file. Follow the Department of State’s current filing instructions for accepted payment methods.
What do you file to form an LLC in New York?
You’ll need to fill out and file Form DOS-1336. Any organizer can file this form with the state, even if they’re not a member of the LLC. The form asks for several core pieces of information.
- The name of the LLC
- The county where the LLC’s office is located
- A designation of the Secretary of State as agent for service of process and the address where the DOS should mail process
- The name and New York address of a private registered agent if you choose to use one.
Can you expedite processing?
Yes. You can expedite processing by paying an additional fee. The fee you’ll pay depends on how quickly you want your articles processed.
- 24-hour processing: $25
- Same-business-day processing: $75
- 2-hour processing: $150
These fees are nonrefundable, even if your paperwork gets rejected. Double-check your name, county designation, and agent information before you submit.
Step 4: Publish your articles of organization in two New York newspapers
New York requires domestic LLCs to publish notice of formation in two local newspapers within 120 days from your articles’ effective date. The two newspapers must be designated by the county clerk: one daily newspaper and one weekly newspaper. The notice has to run once a week for six consecutive weeks in each paper.
After that, you’ll need to file a certificate of publication with the DOS and pay a $50 fee within the 120-day window.
How much does publication cost?
Costs vary, because newspaper advertising rates differ. The county clerk designates the newspapers you must use, and your publication county is tied to the county where your LLC’s office is located as listed in the articles. Contact the county clerk or designated newspapers to confirm current publication rates before you budget for this step.
What happens if you miss the publication deadline?
Missing the 120-day window won’t dissolve your LLC, but it will suspend your LLC’s authority to carry on, conduct, or transact business in New York. The statute says this suspension does not impair the LLC’s right to defend an action or special proceeding. File the required certificate of publication to cure the publication deficiency and remove the suspension.
Step 5: Create a New York LLC operating agreement
New York requires every LLC to adopt a written operating agreement that explains how members split profits, make decisions, and settle disputes. Members must adopt the operating agreement at the time of—or within 90 days after—filing the articles of organization. That clock starts when the DOS actually files your articles, not the date you submitted them.
This applies to solo owners as well.
Missing the deadline won’t invalidate your LLC. But without a signed agreement, your LLC will run entirely on New York’s default rules for profit splits, member exits, and decision-making. The defaults may not match what you want or what will benefit your business most. LegalZoom can help you create an operating agreement.
What should the operating agreement include?
At a minimum, your agreement should cover:
- Ownership percentages. Explain each member’s interest and how they contributed it, whether that’s cash, property, services, or a mix.
- Profit and loss allocation. Explain how income and losses are divided among members.
- Voting rights and decision-making. Outline which decisions need majority, supermajority, or unanimous consent, and how votes are weighted when interests aren’t equal.
- Management structure. Explain your management structure, whether it’s member-managed (everyone participates) or manager-managed (where specific managers oversee decisions).
- Adding or removing members. Define how you admit new members, transfer interests, and handle someone leaving.
- Dissolution procedures. Describe what triggers winding down and how assets get distributed once debts are paid.
What happens if you miss the publication deadline?
Missing the 120-day window won’t dissolve your LLC, but it will suspend your LLC’s authority to carry on, conduct, or transact business in New York. The statute says this suspension does not impair the LLC’s right to defend an action or special proceeding. File the required certificate of publication to cure the publication deficiency and remove the suspension.
Step 6: Receive your filing receipt from New York State
Once accepted, New York issues an official filing receipt, which serves as proof that the filing was accepted. Keep it in a safe place, since banks, lenders, and other parties may ask for proof of your LLC’s formation. You can separately request a certified copy of your articles if you need one.
Processing depends on how you submit your documents and whether you request expedited service. Online filers receive an email filing acknowledgement and filing receipt after the filing is accepted.
Step 7: Obtain an EIN from the IRS
Many LLCs need an employer identification number (EIN), including multi-member LLCs and LLCs with employees. Some single-member LLCs without employees may not need an EIN for federal tax purposes, although a bank or state tax account may still require one. You can apply directly with the IRS online or let LegalZoom submit your application on your behalf.
Multi-member LLCs and single-member LLCs with employees generally need an EIN. A single-member LLC may also need one if it elects corporate tax treatment or has other federal tax obligations.
Starting a business takes courage. LegalZoom makes sure the legal details don’t stand in your way, from the day you register until the day you retire.
New York LLC costs: Filing fees, publication costs, and other expenses
When you form a New York LLC, you’ll need to pay for more than just the filing fees.
| Cost item | Amount | When it's due |
|---|---|---|
| Articles of organization filing fee | $200 | At filing |
| Newspaper publication (two papers, six weeks each) |
Varies based on the designated newspapers and their current advertising rates | Within 120 days of filing |
| Certificate of publication filing fee | $50 | Within 120 days, after publication concludes |
| Biennial statement fee | $9 | Every two years, during anniversary filing month |
| Expedited processing (optional) |
$25 (24-hour) / $75 (same-day) / $150 (2-hour) | At filing, if selected |
| Name reservation (optional) |
$20 per 60-day period | Before filing, if desired |
These are just some basic costs, not a complete picture of what you’ll need to budget. Many founders also budget for attorney and accountant fees as well as a professional registered agent service. Review the costs of forming an LLC before registering. This way, you’ll know how much you’ll have to pay out of pocket before you’re halfway through the process.
How to maintain your New York LLC after formation
After forming an LLC, you’ll need to stay in compliance with the state. That means keeping up with certain requirements and regulations.
File your biennial statement
Every two years, you need to file a biennial statement online during your LLC’s anniversary month. The filing fee for this statement is $9. The DOS will send you a reminder in the mail, but it’s up to you to file on time every two years. If you miss the deadline, the DOS can mark your LLC as delinquent. You’ll also want to pay attention to any county-specific requirements.
File taxes and comply with state tax requirements
Depending on your business activities, you may need to register for specific New York tax accounts with the Department of Taxation and Finance. For example, you may need to collect sales tax, withhold payroll taxes, or file state tax returns. If you’re unsure of what you’re required to pay or register for, speak with your accountant or tax specialist.
Depending on how your LLC is taxed, it may also owe an annual LLC filing fee based on New York source gross income. The fee can apply even if your LLC didn’t turn a profit. The tiers are as follows.
- Less than $100,000: $25
- $100,000 to $249,999: $50
- $250,000 to $499,999: $175
- $500,000 to $999,999: $500
- $1,000,000 to $4,999,999: $1,500
- $5,000,000 to $24,999,999: $3,000
- $25,000,000 or more: $4,500
Get business licenses and permits
Depending on your industry and location, you may need to apply for and maintain certain state or local business licenses and permits. Requirements can come from New York State as well as counties, cities, towns, and villages. If you’re not sure where to start, LegalZoom’s business license report service can help you identify the licenses and permits you need.
Risks of filing an LLC yourself
Filing articles of organization for a New York LLC is relatively straightforward. You’ll provide basic information, pay the $200 state filing fee, and wait for the Department of State to accept the filing. The harder part is knowing what comes next. Many business owners who take the DIY route risk the following:
- Missing New York's publication requirement. New York LLCs generally must publish formation notices in two newspapers designated by the county clerk and complete that process within 120 days after the articles of organization become effective. Missing the requirement can suspend the LLC’s authority to carry on, conduct, or transact business in New York until the deficiency is cured.
- Getting the county listing wrong in the articles of organization. New York asks you to list the county where the LLC's office will be located, and that county can directly affect which newspapers the clerk designates for publication. If you pick the wrong county or misunderstand what the state is asking for, you can create extra cost, delay, or the need to redo part of the publication process.
- Skipping the operating agreement requirement. New York requires LLCs to adopt a written operating agreement, even though you don't file it with the state. Because the agreement is handled outside the state filing process, it’s a separate compliance step you’ll need to complete within the required timeframe.
- Having an outdated service of process address. In New York, the Secretary of State automatically acts as the LLC's agent for service of process, meaning legal papers can be delivered to the state and then forwarded to the address on file. If that forwarding address is outdated, incomplete, or entered carelessly, you may miss notices of lawsuits.
How to start your New York LLC with LegalZoom
Filing on your own can be a lot of work, but LegalZoom can help you form your LLC in New York quickly. The LLC formation service can get your LLC up and running quickly.
Beyond the initial filing, LegalZoom helps you navigate the parts that trip up DIY filers, like:
- Appointing a registered agent
- Identifying business licenses and permits
- Staying on top of biennial statements
- Registering an assumed name for your business
Get the peace of mind you need to start your business off on the right foot.
Find the right state to form an LLC
Find the right state to form an LLC
Every state has different rules, costs, and considerations for LLC formation.
New York LLC FAQs
When should you form an LLC in New York?
Form your LLC before you want the business to operate as an LLC. In New York, the entity is formed when the articles of organization are filed, unless you choose a later effective date allowed by law. If you expect to sign contracts, open accounts, or take on obligations in the LLC’s name, forming it first can help keep the business timeline clean.
What documents should you keep after forming a New York LLC?
Keep your filing receipt, articles of organization, operating agreement, publication affidavits and certificate of publication, and any tax or licensing records that apply to your business. The DOS does not issue duplicate filing receipts, so store the original with your LLC’s permanent records.
What information about a New York LLC is public?
The Department of State maintains a public business entity database. For LLCs, it can include the current entity name, formation date, county, service-of-process address, registered agent if one is designated, and whether the LLC is active or inactive. Your operating agreement is an internal document and is not filed with the state.
What changes do you need to report to New York after forming an LLC?
Not every internal change requires a state filing, but changes to information in your Department of State records may require a certificate of change, certificate of amendment, or another filing. For example, you may need to update the service-of-process address, registered agent information, or the LLC’s legal name. Use the current DOS form that matches the change you’re making.
Why would New York reject articles of organization?
The Department of State can reject a filing if it doesn’t meet New York’s filing requirements. Common problems can include a proposed name that isn’t distinguishable from an existing name, missing or incorrect required information, or a filing that needs to be corrected. If the state rejects a filing, the rejection notice should explain what needs to be changed or added.
How do you close an LLC in New York?
To close a domestic New York LLC, you’ll need to dissolve and wind up the business and file articles of dissolution with the DOS. The state filing fee is $60, and the articles of dissolution generally must be filed within 90 days after dissolution and the start of winding up.
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