How to Form an LLC in New York: Steps, Publication, and Costs

To form an LLC in New York, you file Articles of Organization with the Department of State for $200, publish a formation notice in two county-assigned newspapers for six consecutive weeks within 120 days, file a Certificate of Publication for $50, adopt a written operating agreement within 90 days, and get a federal EIN. Plan on eight to ten weeks from start to finish and total startup costs anywhere from about $300 in a rural county to $1,750 or more in Manhattan, driven almost entirely by newspaper publication fees.

Pick a Name That Will Actually Clear

Your LLC’s name has to end with “Limited Liability Company,” “LLC,” or “L.L.C.” Nothing else qualifies.¹ It also has to be distinguishable from every other business entity already on file with the Department of State, including corporations and limited partnerships.

Certain words are off-limits or restricted. You cannot use “corporation,” “incorporated,” “partnership,” or their abbreviations. Terms like “board of trade,” “chamber of commerce,” “state police,” and “urban development” are blocked, and anything suggesting a regulated profession or a government function may need separate approval before the Department of State will accept the filing.¹

Search the Department of State’s Corporation and Business Entity Database before you file.² The $200 filing fee is non-refundable, so a name conflict discovered after submission costs you both the fee and the time.

File the Articles of Organization

The Articles of Organization is the document that actually creates your LLC. You file Form DOS-1336 under Section 203 of the Limited Liability Company Law, either through the Department of State’s online portal or by mail to the Division of Corporations in Albany.³⁴ Online filings generally process faster.

You’ll need three pieces of information on the form:

The LLC’s name, used consistently throughout.
The New York county where the LLC’s office will be located. This choice drives your newspaper publication costs later, so it matters more than it looks.⁵
A designation of the Secretary of State as agent for service of process, plus a mailing address where legal papers served through that agent should be forwarded.⁵

The fee is $200, non-refundable whether the filing is accepted or rejected.³ Standard processing runs a few business days for online submissions. If you need it faster, the Department of State offers expedited handling on top of the $200: $25 for 24-hour, $75 for same-day (request in by noon), and $150 for two-hour (hand-delivered or faxed by 2:30 p.m.). All expedited options are limited to business hours on days the Department is open.⁶

Publish the Formation Notice

This is the step that catches most first-time New York LLC owners off guard, and it’s often the single biggest cost in the whole process. Within 120 days of your formation date, you must publish a notice of the LLC’s formation once a week for six consecutive weeks in two newspapers: one daily and one weekly. The county clerk in the county where your LLC’s office is located designates which papers you have to use. You don’t get to choose them.⁷

The notice must contain the LLC’s name, the date the Articles were filed, the county of the LLC’s office, and a statement that the Secretary of State is the agent for service of process along with the mailing address on file.

After the six weeks, each newspaper gives you an affidavit confirming the notice ran. You then file Form DOS-1708, the Certificate of Publication, with both affidavits attached and a $50 filing fee.⁸

Miss the 120-day deadline and your LLC’s authority to do business in New York is automatically suspended. The state sends no warning. A suspended LLC cannot sue in state court or take certain legal actions until publication is completed and the certificate is filed.⁷ Contact the county clerk the same week your filing receipt arrives. Six weeks of publication plus newspaper scheduling and Department of State processing leaves less room than you’d expect.

What Publication Actually Costs

Publication fees are paid directly to the newspapers, and the amounts swing wildly by county. Upstate and rural counties often total between $50 and $400. Manhattan or the Bronx can run $800 to $1,500 or more for the identical requirement. Choosing a county with cheaper publication rates for your LLC’s office is legal as long as the LLC genuinely maintains an office there, and some owners use a registered agent arrangement in a lower-cost county when the price gap is large enough to justify it.

Adopt a Written Operating Agreement

New York requires every LLC to adopt a written operating agreement within 90 days of filing the Articles of Organization.⁹ This applies to single-member LLCs too, and New York is stricter here than most states that accept oral agreements or let default statutory rules fill the gap.

You don’t file the operating agreement with anyone. You keep it with your business records. At a minimum it should spell out ownership percentages, how profits and losses are allocated, whether the LLC is member-managed or manager-managed, voting rights and decision thresholds, what happens when a member leaves or dies, and how the LLC can be dissolved.

Without a written agreement, any dispute defaults to whatever the LLC Law provides, which rarely matches what the members intended. For a sole member, the agreement also helps show the LLC is a genuinely separate entity from you personally, which is the whole reason to form one.

Get an EIN and Set Your Tax Classification

An Employer Identification Number is a nine-digit federal tax ID. You need one to open a business bank account, file tax returns, and hire employees. Apply directly at IRS.gov/EIN and the number is issued immediately. It’s free. Avoid any site that charges a fee for it.¹⁰ Form SS-4 can also be submitted by mail or fax, but those routes take weeks.¹¹

By default, the IRS doesn’t treat an LLC as its own tax entity. A single-member LLC is a disregarded entity: income and expenses flow onto your personal Schedule C. A multi-member LLC is taxed as a partnership, filing Form 1065 and issuing a Schedule K-1 to each member.¹²

You can elect something different. To be taxed as an S corporation, which lets you split income between salary and distributions and can lower self-employment tax, file Form 2553. For a new LLC, Form 2553 must be filed no later than two months and 15 days after the beginning of the tax year the election should take effect. Miss that window and you’ll generally have to wait until the next tax year.¹³

Keep Up With the Annual Fee and Biennial Statement

New York charges an annual filing fee on LLCs based on New York source gross income, reported on Form IT-204-LL to the Department of Taxation and Finance. It’s due by the 15th day of the third month after your tax year closes (March 15 for calendar-year filers), and no extension is available for this fee.¹⁴

The fee starts at $25 for income up to $100,000 and climbs through a tiered schedule to $4,500 for income over $25 million. The $25 minimum applies even if the LLC had zero New York source gross income, and single-member LLCs treated as disregarded entities federally still owe the minimum if they have any New York source income.¹⁴

Separately, every New York LLC files a biennial statement with the Department of State every two years, during the calendar month the Articles of Organization were originally filed. The fee is $9.¹⁵ There’s no dollar penalty for missing it, but the Department marks the LLC as past due, which shows up on any Certificate of Status you request and can derail bank loans, leases, and contracts that require proof of good standing. The bigger practical risk: if your forwarding address is stale and you haven’t updated it through the biennial statement, legal papers properly served through the Secretary of State may never reach you. That’s how default judgments get entered.¹⁶

Total Startup Costs

Here’s what to budget for a new New York LLC:

A rural-county LLC can come in around $300 total. A Manhattan LLC can easily cross $1,750 before earning its first dollar. Publication is the swing cost, and it’s the one that surprises people who’ve formed LLCs in other states.

1
New York State Senate. New York Limited Liability Company Law 204 – Limited Liability Company Name
2
Department of State. Department of State
3
New York State Department of State. Articles of Organization of Limited Liability Company – DOS-1336
4
Department of State. Forming a Limited Liability Company in New York
5
New York State Senate. New York Limited Liability Company Law 203 – Formation
6
Department of State. Expedited Handling Services for Division of Corporations
7
New York State Senate. New York Limited Liability Company Law 206 – Affidavits of Publication
8
New York State Department of State. New York State Department of State – Certificate of Publication
9
New York State Senate. New York Limited Liability Company Law 417 – Operating Agreement
10
Internal Revenue Service. Get an Employer Identification Number
11
Internal Revenue Service. Form SS-4 – Application for Employer Identification Number
12
Internal Revenue Service. Limited Liability Company (LLC)
13
Internal Revenue Service. Instructions for Form 2553
14
New York State Department of Taxation and Finance. Instructions for Form IT-204-LL Partnership, Limited Liability Company, and Limited Liability Partnership Filing Fee Payment Form
15
New York State Senate. New York Limited Liability Company Law 301
16
Department of State. Biennial Statements for Business Corporations and Limited Liability Companies
17
Department of State. Articles of Organization for Domestic Limited Liability Company