Creating an LLC in New York requires filing Articles of Organization with the Department of State and paying a $200 filing fee. New York also has a unique publication requirement that most other states don’t impose, so the full process takes a bit longer and costs more than you might expect. Here’s everything you need to do, from start to finish.
Choose a Name for Your LLC
Your LLC name must be distinguishable from any existing business entity registered with the New York Department of State. You can search the state’s business entity database online to check availability before filing. The name must include “Limited Liability Company” or one of its abbreviations: “LLC” or “L.L.C.”
If you’re not ready to file right away, New York lets you reserve a name for 60 days by submitting an Application for Reservation of Name with a $20 fee. This isn’t required, but it prevents someone else from grabbing the name while you prepare your paperwork.
File Articles of Organization
The Articles of Organization (Form DOS-1336) is the document that officially creates your LLC. You can file it online through the Department of State’s website or mail it to the Division of Corporations at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The filing fee is $200 either way.
The form itself is straightforward. You’ll need to provide the LLC’s name, the county where the office will be located, and a designated agent for service of process (the person or entity authorized to receive legal documents on the LLC’s behalf). You can designate the Secretary of State as your agent, which most filers do. Online filings are typically processed faster than mailed submissions.
Satisfy the Publication Requirement
This is the step that catches many new LLC owners off guard. New York law (Section 206 of the Limited Liability Company Law) requires you to publish a notice of your LLC’s formation in two newspapers within 120 days of your filing date. One newspaper must be a daily and the other a weekly, both designated by the county clerk in the county where your LLC is located.
The notice must run for six consecutive weeks in each newspaper. Publication costs vary widely depending on your county. In some parts of the state, you may spend a few hundred dollars total, while in others the cost can run well over $1,000. Contact your county clerk’s office to find out which newspapers are designated and get pricing estimates before you commit.
After the six weeks of publication, each newspaper will provide you with an affidavit of publication. You then file a Certificate of Publication with the Department of State, attaching both affidavits and a $50 filing fee. If you fail to complete this process within 120 days of formation, your LLC’s authority to conduct business in New York will be suspended. The LLC still exists, and you can fix it later by completing publication, but operating while suspended creates unnecessary risk.
Adopt a Written Operating Agreement
New York is one of the few states that legally requires every LLC to have a written operating agreement. Under Section 417 of the Limited Liability Company Law, members must adopt one within 90 days of filing the Articles of Organization.
The operating agreement doesn’t get filed with the state. You keep it with your business records. But it’s a critical document that spells out how the LLC operates: who owns what percentage, how profits and losses are divided, how decisions get made, and what happens if a member wants to leave or a new member joins. Even single-member LLCs need one. Without it, New York’s default LLC rules govern your business, and those defaults may not match what you actually want.
You can draft one yourself or use a template, but the more members involved and the more complex the business, the more important it is to get the details right.
Get an EIN
An Employer Identification Number (EIN) is a federal tax ID for your business, issued by the IRS at no cost. You’ll need one to open a business bank account, hire employees, and file taxes. You can apply online at irs.gov and receive your EIN immediately. Single-member LLCs with no employees don’t always need an EIN for tax purposes, but most banks require one to open an account, so it’s worth getting regardless.
Open a Business Bank Account
Keeping your personal and business finances separate is one of the main reasons to form an LLC in the first place. If you mix funds, a court could “pierce the corporate veil,” meaning your personal assets lose the protection the LLC is supposed to provide. Open a dedicated bank account using your LLC’s name and EIN, and run all business income and expenses through it.
File Biennial Statements
Once your LLC is up and running, New York requires you to file a Biennial Statement with the Department of State every two years. The fee is $9. Your filing period is the calendar month in which your Articles of Organization were originally filed. So if you formed your LLC in March, your biennial statement is due every two years in March.
This filing updates the state on your LLC’s current information, including your address for service of process. Missing it can jeopardize your good standing, so mark the date on your calendar or set a recurring reminder.
Total Costs to Expect
- Articles of Organization: $200
- Publication (newspaper fees): varies by county, typically $300 to $1,500+
- Certificate of Publication: $50
- Biennial Statement (every two years): $9
- Name reservation (optional): $20
All told, expect to spend at least $550 to $1,750 or more during your first year, with publication being the biggest variable. After that, the only recurring state cost is the $9 biennial filing, though you’ll also need to account for any applicable state and local taxes.
Special Rules for Licensed Professionals
If you’re a licensed professional (doctor, lawyer, architect, engineer, accountant, and dozens of other regulated professions), you cannot form a standard LLC. New York requires you to form a Professional Limited Liability Company, or PLLC, instead. The process adds an extra step: before filing your Articles of Organization with the Department of State, you must obtain a Certificate of Authority from the New York State Education Department’s Office of the Professions.
To get that certificate, you submit your Articles of Organization, a contact information form, and an affidavit to the Office of the Professions, along with a $10 fee per member. The office reviews your application and mails back the Certificate of Authority with a copy of your Articles of Organization. You then submit both documents to the Department of State with the standard $200 filing fee and specifically request a certified copy of the Articles of Organization in return. That certified copy goes back to the Office of the Professions to complete your registration.
Some professions, including medicine, dentistry, and veterinary medicine, cannot combine multiple disciplines within a single PLLC. Design professions like engineering, architecture, and land surveying can practice multiple disciplines together, provided the PLLC has a member licensed in each discipline offered.