To set up an LLC in New York, you file Articles of Organization with the Department of State for $200, adopt a written operating agreement within 90 days, publish a notice of formation in two newspapers within 120 days, and apply for a federal EIN. New York’s publication requirement is unusual among states and can add anywhere from a few hundred dollars upstate to nearly $2,000 in Manhattan, so budget for it before you file.
Pick a Name That Meets the Rules
Your LLC’s name must include the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.”1New York State Senate. New York Limited Liability Company Law 204 – Limited Liability Company Name It also has to be distinguishable from every other entity already on file with the Department of State.
The Department of State’s online Corporation and Business Entity Database lets you search existing entities, though the state cautions that search results aren’t a guarantee of availability.2New York State Department of State. Reservation of Name for Domestic and Foreign Business Corporations For a definitive answer, submit a written request to the Division of Corporations with a $5 fee per name searched. If you’ve landed on a name but aren’t ready to file, you can reserve it for 60 days.
File the Articles of Organization
The Articles of Organization is the document that officially creates your LLC. The Department of State provides Form DOS-1336-f as a template, though you aren’t required to use it.3New York State Department of State. Articles of Organization of Limited Liability Company DOS-1336-f The form asks for your LLC’s name, the county where its office will be located, and the address where the Secretary of State should forward any legal papers served against the company.
That last item matters because every New York LLC must designate the Secretary of State as its agent for service of process.4New York State Senate. New York Limited Liability Company Law 301 – Statutory Designation of Secretary of State as Agent for Service of Process When someone sues your LLC, they serve the papers on the Secretary of State, who forwards them to the address you listed. Keep that address current, because if the state can’t reach you, you might miss a lawsuit.
You can file online through the New York Business Express portal or mail a paper copy to the Division of Corporations in Albany.5New York Business Express. Limited Liability Company (Domestic) Articles of Organization DOS 1336 Either way, the filing fee is $200.6New York State Department of State. Fee Schedules Online filers get a filing receipt by email within minutes. Paper filers should expect roughly seven business days on average, sometimes longer when there’s a backlog.
Adopt a Written Operating Agreement Within 90 Days
New York requires every LLC to adopt a written operating agreement within 90 days of filing the Articles of Organization.7New York State Senate. New York Limited Liability Company Law 417 – Operating Agreement You don’t file it with the state. It’s an internal document that governs how the business runs, and oral agreements don’t satisfy the requirement for newly formed LLCs.
A workable operating agreement covers voting rights, how profits and losses are split, what happens when a member wants to leave, and who has authority to sign contracts or make major decisions. These details can feel unnecessary at the start, especially for a single-member LLC, but they become critical the moment a dispute arises or you want to bring in a new member.
There’s no statutory penalty for skipping this step. If you don’t have a written agreement, the default rules in the Limited Liability Company Law govern instead, and those defaults may not match what you and your co-members actually want on profit-sharing or management authority. Relying on them is one of the most common mistakes new owners make, and it’s entirely avoidable.
Complete the Newspaper Publication Requirement Within 120 Days
This is the step that catches most new business owners off guard. Within 120 days of formation, your LLC must publish a copy of its Articles of Organization, or a notice containing the key details, in two newspapers in the county where the LLC’s office is located. One has to be a daily, one a weekly, and the notice runs for six consecutive weeks.8New York State Senate. New York Limited Liability Company Law 206 – Affidavits of Publication The county clerk designates which newspapers qualify, so contact that office first.
The notice must include your LLC’s name, date of filing, the county of its office, and the address for service of process. After the six weeks, each newspaper provides a notarized Affidavit of Publication. You submit both affidavits along with a Certificate of Publication form and a $50 filing fee to the Department of State.9New York State Department of State. Certificate of Publication for Domestic Limited Liability Company
What Publication Actually Costs
Newspaper rates vary dramatically by county. In less expensive upstate counties like Albany, total publication costs can run as low as $230. In the New York City boroughs, the same requirement can cost $1,000 to nearly $2,000, with Manhattan at the top of the range. You have no negotiating power here, because the county clerk picks the newspapers and the newspapers set their own rates. Factor this in before you decide where to locate your LLC’s office.
If You Miss the Deadline
If you don’t file the Certificate of Publication within 120 days, your LLC’s authority to conduct business in New York is suspended.8New York State Senate. New York Limited Liability Company Law 206 – Affidavits of Publication Suspension doesn’t void contracts you’ve signed, doesn’t make members personally liable for business debts, and doesn’t stop the LLC from defending a lawsuit. But a suspended LLC cannot bring lawsuits in its own name, which becomes a serious practical problem the first time you need to sue a client who hasn’t paid. You can cure the suspension at any time by finishing publication. There’s no expiration on your ability to fix it.
Get a Federal EIN
An Employer Identification Number is a nine-digit number the IRS assigns to your LLC for tax purposes. You’ll need one to open a business bank account, file tax returns, and hire employees. The IRS recommends forming your LLC with the state before applying, since applying beforehand can delay the process.10Internal Revenue Service. Get an Employer Identification Number
The fastest route is the IRS online application, which issues an EIN immediately. The application asks for your LLC’s legal name as it appears on your New York filing receipt and requires a responsible party to provide a Social Security number or individual taxpayer identification number. You can also apply by mail or fax using Form SS-4, but those applications take four to six weeks.11Internal Revenue Service. Instructions for Form SS-4
Decide How Your LLC Will Be Taxed
The IRS doesn’t have a specific LLC tax category. Your LLC defaults to one classification, and you can elect a different one if the math works out.
A single-member LLC is treated as a disregarded entity, meaning the IRS ignores the LLC for tax purposes and you report business income and expenses on Schedule C of your personal Form 1040. A multi-member LLC is taxed as a partnership by default, filing Form 1065 annually and issuing a Schedule K-1 to each member for their share of profits and losses.
Either type can elect to be taxed as an S-corporation by filing IRS Form 2553.12Internal Revenue Service. About Form 2553 – Election by a Small Business Corporation The S-corp election can reduce self-employment taxes when business income is high enough, generally above $60,000 to $80,000 in net income, because only the salary you pay yourself is subject to payroll tax rather than the entire profit. Below that range, the added compliance costs of payroll processing and a separate corporate return tend to eat most of the savings. The election has a filing deadline, so check the Form 2553 instructions or talk to a tax professional early if you’re considering it.
Keep the LLC in Good Standing
Forming the LLC is the beginning. New York imposes several recurring obligations you need to stay on top of.
Biennial Statement
Every two years, your LLC must file a Biennial Statement with the Department of State confirming or updating the address for service of process. The filing fee is $9, and most LLCs can file online through the Department of State’s e-Statement Filing Service.13New York State Department of State. Biennial Statements for Business Corporations and Limited Liability Companies Your filing window is the calendar month in which your Articles of Organization were originally filed, every other year.
Annual Filing Fee
New York charges an annual filing fee based on the LLC’s New York source gross income from the preceding tax year.14New York State Senate. New York Tax Law 658 – Filing Fee The schedule:
- Up to $100,000: $25
- $100,001 to $250,000: $50
- $250,001 to $500,000: $175
- $500,001 to $1,000,000: $500
- $1,000,001 to $5,000,000: $1,500
- $5,000,001 to $25,000,000: $3,000
- Over $25,000,000: $4,500
A single-member LLC treated as a disregarded entity for federal tax purposes pays $25 if it has any New York source income.15New York State Department of Tax and Finance. Partnership, LLC, and LLP Annual Filing Fee This fee is separate from any income taxes you owe. It’s a fee for the privilege of doing business in New York as an LLC.
Federal Beneficial Ownership Reporting
The Corporate Transparency Act originally required most LLCs to file a Beneficial Ownership Information report with FinCEN identifying the individuals who own or control the company. As of a March 2025 interim final rule, all entities formed in the United States are exempt from this requirement.16FinCEN.gov. Beneficial Ownership Information Reporting – Frequently Asked Questions FinCEN has stated it is not enforcing any BOI reporting penalties against domestic companies or their beneficial owners. If that changes, newly formed LLCs would need to comply, so check FinCEN’s website periodically.