How to form a New York LLC

Know what makes New York unique

New York attracts entrepreneurs with access to capital markets, media, and sophisticated consumers. Yet the state’s LLC rules—especially the publication requirement—surprise many founders. Understanding each step, cost, and deadline keeps you compliant while avoiding the administrative headaches that can accompany doing business in the Empire State.

Step 1: Check name availability

Your LLC name must contain “Limited Liability Company,” “LLC,” or “L.L.C.” and avoid restricted words such as “bank,” “insurance,” or “school” unless you secure additional approvals. Use the Division of Corporations’ business search tool to confirm availability. You can reserve a name for 60 days by filing an Application for Reservation of Name and paying the 20 dollar fee. This reservation can be extended two more times if necessary, giving you up to 180 days to finalize the LLC.

Step 2: Designate a registered agent

New York allows the Secretary of State to act as an LLC’s agent for service of process, but you must provide an address where the state can mail notices. Many businesses appoint a commercial registered agent to receive mail and forward documents securely. If you prefer to manage everything in-house, provide a physical street address (PO boxes are not accepted) where someone is available during business hours. Keeping agent details current is essential because the state uses this address for official correspondence.

Step 3: File Articles of Organization

File the Articles of Organization (Form DOS-1336) online or by mail with the New York Department of State. The filing fee is 200 dollars. The form requests the LLC’s name, county location, registered agent address, and effective date. You do not need to list members or managers. When filing online, approval usually arrives within two business days. Retain the filed articles and the filing receipt; you will need both for the publication requirement and bank account openings.

Step 4: Satisfy the publication requirement

Within 120 days of formation, New York LLCs must publish notices in two newspapers (one daily and one weekly) designated by the county clerk where the LLC’s office is located. The notice must run for six consecutive weeks and include specific details about the company. Costs vary drastically: publishing in Manhattan can exceed 1,000 dollars, while upstate counties may charge a few hundred. After completing the publication, obtain affidavits of publication from each newspaper and file the Certificate of Publication with the Department of State along with a 50 dollar fee. Failure to satisfy the requirement results in suspension of your authority to conduct business, though it does not dissolve the LLC.

Step 5: Draft an operating agreement

Within 90 days of filing the articles, New York requires members to adopt a written operating agreement. The agreement outlines ownership percentages, management structure, voting rights, profit distributions, and procedures for transferring interests. Even single-member LLCs must maintain an operating agreement to satisfy statutory requirements and preserve liability protection. Keep a copy with your records; you do not file it with the state.

Step 6: Obtain an EIN and consider tax elections

Apply for an Employer Identification Number from the IRS. Decide whether your LLC will accept default pass-through taxation or elect S corporation status for federal and state purposes. New York recognizes federal S elections but requires filing Form CT-6 to adopt the election for state tax. Register for sales tax, withholding tax, and unemployment insurance with the New York State Department of Taxation and Finance if applicable. Metropolitan Commuter Transportation Mobility Tax (MCTMT) may apply if your payroll exceeds certain thresholds in the Metropolitan Commuter Transportation District.

Step 7: File for local permits and licenses

New York City and other municipalities impose additional licensing requirements. NYC businesses must obtain a Certificate of Authority before collecting sales tax and may need licenses from the Department of Consumer and Worker Protection, Department of Health, or other agencies depending on the industry. Verify zoning rules if you operate from a home office or retail location, as certain neighborhoods restrict commercial activities.

Step 8: Open bank accounts and set up bookkeeping

Banks typically request the Articles of Organization, filing receipt, operating agreement, and EIN before opening accounts. Some institutions also ask for the Certificate of Publication, so keep scanned copies accessible. Implement bookkeeping software early to track income, expenses, and sales tax liabilities. Prepare annual budgets and cash flow forecasts to anticipate the publication cost, payroll obligations, and rent typically associated with New York operations.

Ongoing reporting and taxes

File a Biennial Statement every two years in the month the LLC was formed. The online filing fee is 9 dollars. New York also imposes an annual filing fee on LLCs taxed as disregarded entities or partnerships, ranging from 25 to 4,500 dollars depending on New York-source income. File Form IT-204-LL and pay the fee by the 15th day of the third month following the close of the tax year. Keep track of city-specific taxes such as the NYC Unincorporated Business Tax if applicable.

Build a compliance calendar

Given the layered obligations in New York, create a detailed compliance calendar that lists publication deadlines, Biennial Statement due dates, tax filings, and license renewals. Assign a responsible party for each task and set reminders 30 and 60 days in advance. Review the calendar quarterly to capture new requirements as your business expands into additional boroughs or service lines.

Dissolution and record retention

If you decide to wind down, complete the online Articles of Dissolution (no fee) after satisfying liabilities and distributing assets. Cancel sales tax certificates and city licenses, close bank accounts, and retain records for at least six years, consistent with New York’s statute of limitations for tax assessments. Notify landlords, lenders, and major clients to document the dissolution timeline.

Stay proactive after formation

Formation is only the starting line. Reconcile accounts monthly, update your operating agreement when ownership shifts, and invest in internal controls to prevent fraud. Maintaining organized records and a disciplined compliance routine helps you stay in good standing while you capitalize on the opportunities that New York’s market offers.