How to Form an LLC in New York
New York Department of State – Division of Corporations, State Records & UCC
One Commerce Plaza
99 Washington Avenue – 6th Floor
Albany, NY 12231-0001
Statutory Authority: Limited Liability Company Law — N.Y. LLC Law § 101 (2012)
New York LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. If paying by credit or debit card, complete the “Credit Card/Debit Card Authorization Form.”
4. Prepare a Letter of Transmittal.
5. Submit the completed documents, along with a photocopy and your filing fees, to the New York Department of State.
New York Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in New York:
1. Company name
2. County where the limited liability company office will be located
3. The name and address to which the Secretary of State will mail a copy of any process accepted on behalf of the LLC
4. Name, address, and signature of each organizer
New York LLC Fee Schedule
Application for Reservation of Name: $20.00
Articles of Organization: $200.00
Application for Authority (Foreign): $250.00
Expedited Services: $25.00 – 24 hours, $75.00 – Same day, $150.00 – 2 hours
Certified Copy: $10.00
Articles of Dissolution: $60.00
Your company name must end with a limited liability company designator. In New York the specific limited liability company designators are: “Limited Liability Company” “L.L.C.” ” LLC”.
Conduct an entity name search on the New York Department of State website to conform the availability of your company name.
If the name you want is available you can reserve it for 60 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $20.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
In New York the Secretary of State is designated as agent for service of process. You must provide a name and address to which the Secretary of State may mail a copy of any process served.
In addition to the Secretary of State you may designate a registered agent in this state upon whom process against the corporation will be served. This registered agent must be a natural person who is a resident of or has a business address in New York.
The state provided forms ask for and specify what is legally sufficient and necessary to form a New York limited liability company. Nevertheless, New York permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. Within 120 days following the effective date of the Articles of Organization, publish a notice related to the formation of the LLC in two newspapers designated by the county clerk of the county where the LLC office is located. After publication, the newspapers will provide Affidavits of Publication. Submit a Certificate of Publication, the Affidavits of Publication, and a $50.00 filing fee to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
7. File a Biennial Statement.
Registering as a Foreign Entity
1. File an “Application for Authority” with the New York Department of State.
2. Attach a “Certificate of Existence” or a “Certificate of Good Standing” from the official who files and maintains corporate records in the state where the corporation is incorporated.
Dissolving a New York LLC
1. Complete the “Articles of Dissolution”
2. Submit the completed document, along with the filing fee, to the New York Department of State.