To register a business in New York, you file formation documents with the Department of State’s Division of Corporations — or, for a sole proprietorship or partnership using a trade name, a Business Certificate with the county clerk. An LLC filing costs $200, a corporation costs $125, and a county DBA typically runs $25 to $100. LLCs also face a publication requirement that can add several hundred to well over a thousand dollars depending on the county.
Pick a Business Structure First
Your structure decides what you file, where you file it, and how much you pay. It also decides whether your personal assets are exposed to business debts.
A sole proprietorship has no separate legal entity and no state formation filing. One owner, full personal liability. If you operate under any name other than your own legal name, you file a Business Certificate (a “DBA”) with the county clerk in each county where you do business.1New York State Senate. New York General Business Law Section 130 County fees typically fall between $25 and $100.
A general partnership works the same way for two or more owners, and partners using a name other than their own must file the same county-level certificate.
An LLC is formed by filing Articles of Organization with the Department of State.2Department of State. Forming a Limited Liability Company in New York Members generally get liability protection while keeping flexibility over management and tax treatment.
A corporation is a separate legal entity formed by one or more incorporators (each at least 18 years old) filing a Certificate of Incorporation with the Department of State.3Department of State. Forming a Business Corporation in New York Shareholders own it through stock. Expect more formalities: bylaws, a board of directors, and annual shareholder meetings.
Choose and Clear a Business Name
Any entity filed with the Department of State needs a name distinguishable from those already on file. You can search the Department’s Corporation and Business Entity Database, but the database itself warns that a search doesn’t determine whether a name will be accepted; the final call happens when the Department reviews your filing.4Department of State. Search Our Corporation and Business Entity Database: Public Inquiry
Your name also has to carry the right designator. A corporation’s name must include “Corporation,” “Incorporated,” or “Limited” — or the abbreviations “Corp.,” “Inc.,” or “Ltd.”3Department of State. Forming a Business Corporation in New York An LLC’s name must include “Limited Liability Company,” “LLC,” or “L.L.C.”2Department of State. Forming a Limited Liability Company in New York
Not ready to file yet? You can reserve a name for 60 days by filing an Application for Reservation of Name.5Department of State. Application for Reservation of Name for Domestic and Foreign Limited Liability Companies The fee is $20.6Department of State. Reservation of Name for Domestic and Foreign Business Corporations
File Your Formation Documents
The paperwork depends on entity type.
LLC: Articles of Organization
An LLC files Articles of Organization (Form DOS-1336) under Section 203 of the Limited Liability Company Law. The form asks for the LLC’s name and the county of the office.7New York State Department of State. Articles of Organization of Domestic Limited Liability Company You also designate the Secretary of State as your agent for service of process and give a mailing address where legal papers will be forwarded.8New York State Senate. New York Business Corporation Law Section 306 – Service of Process
New York law also requires LLC members to adopt a written operating agreement — before filing, at the time of filing, or within 90 days after.9New York State Senate. New York Limited Liability Company Law Section 417 – Operating Agreement It isn’t filed with the state, but it governs how profits are split, how decisions get made, and what happens when a member leaves. Skipping it is a common mistake that creates real problems once a dispute arises.
Corporation: Certificate of Incorporation
A corporation files a Certificate of Incorporation (Form DOS-1239) under Section 402 of the Business Corporation Law.10New York State Senate. New York Business Corporation Law Section 402 – Certificate of Incorporation The certificate must specify the number and class of shares authorized, along with par value or a statement that shares have no par value.11New York State Department of State. Certificate of Incorporation DOS-1239-f Like an LLC, the corporation designates the Secretary of State as agent for service of process and provides a forwarding address.
After incorporation, hold an organizational meeting to adopt bylaws, elect directors, and take care of other initial business. Bylaws stay internal but set the rules for voting, officers, and meetings.
Where to File and What It Costs
You can file online for both domestic LLCs and business corporations, or mail documents to the Division of Corporations in Albany.12Department of State. On-Line Filing13Department of State. Division of Corporations, State Records, and Uniform Commercial Code Filing fees:
- LLC Articles of Organization: $2002Department of State. Forming a Limited Liability Company in New York
- Corporation Certificate of Incorporation: $12514Department of State. Certificate of Incorporation for Domestic Business Corporation
Standard processing runs several days to a few weeks depending on volume. If you need it faster, three tiers of expedited service are available on top of the regular fee:15Department of State. Expedited Handling Services for Division of Corporations
- 24-hour processing: $25
- Same-day processing: $75 (submit by noon)
- Two-hour processing: $150 (hand-delivered or faxed by 2:30 p.m.)
The expedited fee is non-refundable, so make sure the documents are right before paying for rush service.
Handle the LLC Publication Requirement
This is the step that catches new LLC owners off guard. Within 120 days of formation, the LLC must publish a copy of its Articles of Organization or a summary notice in two newspapers in the county of its office. The county clerk designates which papers to use, and the notice runs once a week for six consecutive weeks.16New York State Senate. New York Limited Liability Company Law Section 206 – Affidavits of Publication
The advertising charges do the damage. Upstate counties typically cost a few hundred dollars. Manhattan or the Bronx routinely runs $800 to $1,500 or more. Because the county clerk picks the papers, you cannot shop for a cheaper option.
After the six weeks, each newspaper issues an affidavit of publication. You then file those affidavits with a Certificate of Publication and a $50 filing fee.17Department of State. Certificate of Publication for Domestic Limited Liability Company Missing publication doesn’t dissolve the LLC, but it can restrict your ability to bring lawsuits in New York courts, which tends to surface at the worst possible moment.
Corporations do not have this publication requirement. In high-cost counties, that difference alone pushes some owners toward incorporation.
Get a Federal EIN
Once your entity is officially formed, apply for an Employer Identification Number from the IRS. Every LLC and corporation needs one for federal tax returns, hiring employees, and opening a business bank account.18Internal Revenue Service. Employer Identification Number You can apply online at no cost and receive the EIN immediately.19Internal Revenue Service. Get an Employer Identification Number A sole proprietor with no employees and no excise tax filings can use a Social Security number instead, though many still get an EIN to keep business and personal finances separate.
Register for State Taxes and Employer Insurance
Forming the entity does not register you for taxes. Depending on what your business does and whether you have employees, several additional registrations may apply.
Sales Tax
If you sell taxable goods or services in New York, you must get a Certificate of Authority from the Department of Taxation and Finance before making any taxable sales.20Tax.NY.gov. Register as a Sales Tax Vendor Registration is free through New York Business Express. Collecting sales tax without the certificate can result in penalties.
Unemployment Insurance
Hiring employees generally triggers registration for unemployment insurance with the Department of Labor. Most general business employers become liable the first day of any calendar quarter in which they pay $300 or more in wages. The threshold is $500 for household employers and $1,000 for nonprofit employers.21Department of Labor. Register for Unemployment Insurance After registering, you file quarterly wage and tax reports.
Workers’ Compensation, Disability, and Paid Family Leave
Virtually all New York employers must carry workers’ compensation insurance.22Workers’ Compensation Board. Workers’ Compensation Coverage Requirements Separately, employers must provide disability benefits and Paid Family Leave coverage.23Workers’ Compensation Board. Disability and Paid Family Leave Benefits Coverage Requirements These are not optional, and failing to carry required coverage can result in significant fines and criminal penalties. Coverage comes through a private carrier, the State Insurance Fund, or an approved self-insurance plan.
Local Permits and Professional Licenses
State formation and tax registration don’t cover local operating requirements. Many cities, towns, and villages require their own general business licenses, with fees that vary by municipality. Regulated industries — restaurants, construction, childcare, real estate — carry additional state or local licensing on top of that.
The Department of State’s Division of Licensing Services handles professional licenses for real estate brokers, cosmetologists, barbers, notaries public, and security professionals, among others.24Department of State. Licensing Services Physicians, engineers, accountants, and architects are licensed through the State Education Department. The New York Business Express Business Wizard can help identify which licenses and permits apply to your specific business.
Keep the Entity in Good Standing
Every domestic LLC and business corporation must file a Biennial Statement with the Department of State every two years. It is due during the calendar month the entity was originally formed, and the fee is $9.25Department of State. Biennial Statements for Business Corporations and Limited Liability Companies
The small fee and two-year interval make it easy to miss. Miss it long enough and the Department mails a notice of delinquency; clearing that requires filing the overdue statement plus a $250 fine.26New York State Senate. New York Business Corporation Law Section 409 – Penalty for Failure to File; Cure A delinquent status can also interfere with financing, contracts, and vendor relationships, so keep the filing month on your calendar.