New York Department of State business filings cover forming an entity, keeping it in good standing, searching the public record, and closing it down when the time comes. The Division of Corporations handles the paperwork for every major business structure recognized under state law, and most of what trips up new owners happens after formation: the LLC publication rule, the biennial statement, and the status flags that lenders and partners can see.
What You Can File
The Division of Corporations accepts formation filings for the full range of New York business structures. The most common are business corporations under the Business Corporation Law, limited liability companies under the Limited Liability Company Law, not-for-profit corporations, and limited partnerships and limited liability partnerships. Each entity exists only once the department accepts its formation documents. Until the filing processes and the entity appears in the department’s records, it has no legal standing in New York.
Professional Service Entities
Licensed professionals such as doctors, lawyers, accountants, architects, and engineers cannot form a standard LLC or business corporation to practice. New York requires a Professional Service Limited Liability Company (PLLC) or Professional Service Corporation (PC) instead. The articles of organization for a PLLC must identify the profession and list every original member’s name, license number, and residence address.1New York State Education Department. Professional Service Limited Liability Companies (PLLC) – Section VI Before the department will file, you need a Certificate of Authority from the Office of the Professions at the State Education Department, which costs $10 per member.
What Formation Documents Require
For a business corporation, the Certificate of Incorporation under Business Corporation Law Section 402 must include the corporate name, a purpose statement, the New York county where the corporation’s office will sit, the total number of authorized shares and their par value (or a statement that shares have no par value), and a designation of the Secretary of State as agent for service of process with a mailing address for forwarding legal papers.2New York State Senate. New York Business Corporation Law BSC – Section 402 The corporate name must be distinguishable from every other entity name already on file.3New York Codes, Rules and Regulations. Distinguishability of Corporation and Other Business Entity Names For most business corporations, a general “any lawful purpose” statement is acceptable.
LLC Articles of Organization are shorter. They require the LLC’s name, the county of its office, the Secretary of State designation for service of process, and a purpose statement. Both document types are available as downloadable forms on the department’s website.
Reserving a Name
If you want to lock in a business name before you’re ready to file, submit a name reservation application. The reservation costs $20 and holds the name for 60 days.4Department of State. Application for Reservation of Name for Domestic and Foreign Limited Liability Companies That window gives you time to finish an operating agreement or secure licensing approvals before the formation filing goes in.
Filing Fees and Processing Times
The department accepts filings online, by mail, or in person at its Albany office. Online submissions generally process faster. The base fees for the two most common entities are $200 for a domestic LLC Articles of Organization and $125 for a business corporation Certificate of Incorporation. Paper filings can be paid by check; online transactions take credit cards.5Department of State. Fee Schedules
Standard processing takes several business days. Three expedited tiers are available on top of the base fee:
- 24-hour processing: $25, with requests accepted between 9:00 a.m. and 4:00 p.m.
- Same-day processing: $75, with the request in by noon.
- Two-hour processing: $150, hand-delivered or faxed by 2:30 p.m.
Weekends and holidays don’t count toward the 24-hour turnaround. Same-day and two-hour requests that miss the cutoff get returned rather than held over, so time the submission carefully.6Department of State. Expedited Handling Services for Division of Corporations
The LLC Publication Requirement
This is where New York catches many new LLC owners off guard. Within 120 days of forming your LLC, you must publish a copy of the articles of organization or a notice of formation in two newspapers in the county where your LLC’s office is located. One must be a weekly publication and one a daily, both designated by the county clerk.7New York State Senate. New York Limited Liability Company Law LLC – Section 206 The notice must run once a week for six consecutive weeks.
Once publication is complete, you file a Certificate of Publication with the department and attach the affidavits of publication from both newspapers.8Department of State. Certificate of Publication for Domestic Limited Liability Company Cost varies dramatically by county because the statute sets no standard rate. In Albany County, publication runs around $395. In Manhattan, it can reach $1,795. Brooklyn, Queens, the Bronx, and Staten Island land somewhere between. The county clerk’s list of designated newspapers largely determines your options, and counties with fewer designated papers leave you little room to shop around.
Skipping the step has real consequences. An LLC that fails to publish within the 120-day window loses its authority to conduct business in New York. The suspension stays in place until you file the Certificate of Publication with the required affidavits. The department’s records reflect the suspension, which can interfere with banking relationships, contract enforcement, and the ability to sue in state court.
Biennial Statements
After formation, every business corporation and LLC must file a biennial statement with the department every two years. The filing window falls in the same calendar month as the entity’s original formation filing. The fee is $9.9Department of State. Biennial Statements for Business Corporations and Limited Liability Companies
Corporations use the biennial statement to update the chief executive officer’s name and address, the principal office address, the address for forwarding legal process, and the number of directors on the board. For LLCs the statement is simpler and only updates the address where the Secretary of State should forward legal papers.
Missing the filing will not automatically dissolve your entity. A domestic corporation or LLC remains active until it formally dissolves. But the department flags the entity as past due, and any Certificate of Status you request will reflect that delinquency. Lenders, landlords, and potential business partners who check your standing will see the issue, which can stall transactions. More dangerous: if your process address is outdated because you never filed, legal papers can be served at an old address and you’d never know, which opens the door to a default judgment against your business.
Looking Up a Business
The department maintains a Corporation and Business Entity Database that anyone can search for free online.10Department of State. Existing Corporations and Businesses A search returns the entity’s current status, formation date, county, and the address on file for service of process. Banks use this tool during due diligence, and potential business partners check it before signing contracts.
Status falls into a few categories. “Active” means the entity is recognized and authorized to do business. An entity flagged as past due on its biennial statement is still technically active, but the notation signals a compliance problem. “Inactive” generally means the entity has been dissolved, surrendered its authority, or had its existence terminated. If you’re evaluating a company before entering a contract, the status field is the first thing worth checking.
Certified Copies and Certificates of Status
When you need official documentation rather than a database printout, the department provides certified copies of formation documents for $10 per document.11Department of State. Copies of Corporation or Business Entity Documents A Certificate of Status, which confirms an entity is active and in compliance, can be requested through the department’s website or by written application. Both documents are commonly required for bank account openings, loan applications, and government contracts.
Closing a Business
Winding down on paper matters as much as winding down operations. A domestic LLC must file Articles of Dissolution with the department within 90 days of the decision to dissolve. The filing fee is $60, and the submission can go in online or by mail.12Department of State. Articles of Dissolution of Domestic Limited Liability Companies Business corporations follow a similar process under Business Corporation Law Section 1003 and file a Certificate of Dissolution.
Before filing, check with the Department of Taxation and Finance to confirm your entity has no unresolved tax liabilities. Failing to formally dissolve leaves the entity active in the department’s records, and you’ll remain responsible for biennial statement filings and any associated fees or tax obligations indefinitely. Foreign entities that were authorized to do business in New York but no longer operate here should file to surrender or withdraw that authority rather than simply walking away.