Are you thinking of starting your own business? If so, you might be wondering how to tackle setting up your business structure. One popular option in New York is to create a Limited Liability Company (LLC), as it can offer several advantages over other business structures.

In this guide, I’ll provide some of the key benefits and an overview of the process of creating an LLC in New York. So if you’re ready to take the next step in starting your own business, read on for more information about LLCs in New York.

Related: How to start a business in New York

Why choose an LLC?

There are two main reasons a business owner would choose a Limited Liability Company, which include personal liability protection and the potential to save money on taxes.

Unlike a sole proprietorship or partnership, where the small business owner can be held personally liable for lawsuits against the business, the LLC is a separate legal entity that protects the business owner’s personal assets. So, if the LLC is sued, the owner’s personal assets are usually protected.

Besides liability protection, the Limited Liability Company also provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration, and management flexibility.

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Steps To Form A New York LLC

Step 1: Choose a Name for the LLC

The first step in forming a New York Limited Liability Company is to make sure the name you want is available. This needs to be researched first because the name of each LLC must be distinguishable from other entity names registered in the state of New York. The New York Division of Corporations makes it easy to do a New York LLC name search, so you can quickly verify if your LLC name is available. 

In addition to the name being unique, the entity designator (identifier used at the end of the business name) must be either:

• Limited Liability Company
• L.L.C.
• LLC

A comma may be used after the business name and before the designator.  “Hudson Heritage Designs LLC” and “Hudson Heritage Designs, LLC” are both acceptable.

If there is a name you want to use but aren’t ready to form the LLC, the Application for Reservation of Name can be filed with the New York Department of State for up to 60 days.

Before settling on a name, you may want to see if a domain name is also available in order to match your business name and website address.

Step 2: Appoint a New York Registered Agent

Every LLC in New York is required to have a registered agent, which is simply someone with a New York street address who will be responsible for any legal correspondence, for example, if the business is served papers in the event of a lawsuit.

Many LLC owners are their own registered agent, but it is possible to hire a registered agent service like Northwest Registered Agent. The reasons why someone would hire a registered agent service include when the owner lives in another state or if the owner prefers that their personal address not be on public record.

Related: What is a New York registered agent?

Step 3: File the New York LLC Articles of Organization

The paperwork to officially create an LLC in New York is called the Articles of Organization. To submit the paperwork, either file online through the New York Division of Corporation’s website or download and mail the New York LLC Articles of Organization (Form DOS-1336-f).

Related: How to fill out the New York Articles of Organization

When filling out the Articles of Organization, there are a few sections that can be difficult to answer, so I’ll go over a few of these sections that commonly trip up people.

Opening statement: This is an optional section where the filer states, ” THE UNDERSIGNED, being a natural person of at least eighteen (18) years of age, and acting as the organizer of the limited liability company hereby being formed under Section 203 of the Limited Liability Company Law of the State of New York certifies that:”

This just says the filer agrees the rest of the information in the Articles of Organization is true.

Purposes: This is an optional statement you can agree to or not that says the LLC is being formed “To engage in any lawful act or activity within the purposes for which limited liability companies may be organized pursuant to Limited Liability Company Law provided that the limited liability company is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained.”

Check the box if it applies and proceed.

Service of process: In this section, enter the mailing address where the Department of State should send notices of lawsuits.

This address does not have to be in New York, but it does have to be in the continental United States. Some filers use a third-party service company to receive these types of notices on their behalf.  These services must already be registered with the Department of State, and if you select “Select a Service Company,” a drop-down list with approved companies will appear for you to select from.

Most fliers will enter the location information for the LLC.

Related: What is service of process?

Effective date: The effective date section is optional.

You can choose to elect to have the LLC start immediately upon the filing of the Articles of Organization (which will happen without doing anything).  If you want the LLC to start on a date up to 60 days in the future, select the “Check if Applicable box” and enter a date.

The main reason for delaying the LLC start date is when the filing is being done close to the end of a calendar year, and the business isn’t going to have any activity until the start of the following year.  By delaying until the following year, one less business tax return will need to be filed.

Dissolution date: This section is optional and provides the ability to set a date to close the LLC.  Most LLCs will choose a perpetual existence (which is the default choice); however, some businesses (usually investment-related) will have a specific closure date.

To include this statement in your Articles, select the “Check if Applicable box” and the appropriate information.

Liability statement: This optional statement is an indemnification clause that says, “The limited liability company shall defend, indemnify, and hold harmless all members, managers, and former members and managers of the limited liability company against expenses (including attorney’s fees, judgments, fines, and amounts paid in settlement) incurred in connection with any claims, causes of action, demands, damages, liabilities of the limited liability company, and any pending or threatened action, suit, or proceeding. Such indemnification shall be made to the fullest extent permitted by the laws of the State of New York, provided that such acts or omissions which gives rise to the cause of action or proceedings occurred while the Member or Manager was in performance of his or her duties for the limited liability company and was not as a result of his or her fraud, gross negligence, willful misconduct or a wrongful taking. The indemnification provided herein shall inure to the benefit of successors, assigns, heirs, executors, and the administrators of any such person.”

Basically, it says the LLC will protect the members and managers of the LLC from the operations of the business, provided those members and managers weren’t negligent in their duties, and hold them harmless should there be a lawsuit.

Step 4: New York LLC Publication Requirement

Per Section 206 of the New York LLC Act, after the Articles of Organization are filed, an ad has to be published for six consecutive weeks in two local newspapers or printers.  To meet the Newspaper Publication Requirement, both papers must be located in the same county as the LLC’s principal office, in addition to being approved by the County Clerk of the county where the primary office of the LLC is located. After the notice has run, the publisher of each newspaper will send a filing receipt for proof of publication (Affidavits of Publication of the Newspapers).

Once the affidavits have been sent to you, they will be mailed along with the Certificate of Publication and a $50 filing fee to the Division of Corporations.  The Certificate of Publication has to be submitted within 120 days of the LLC being formed.

What To Do After Starting A New York LLC

Once the LLC has been formed, there are a few additional steps to take care of. Below is a list of the most common tasks.

Prepare a New York LLC Operating Agreement

The operating agreement is a document that governs the framework of an LLC.  This document covers items like ownership rights, member responsibilities, how profits and losses are distributed, and more.

Most states do not require an LLC to have an operating agreement, but New York, LLCs are required to have one. This rule is in place to ensure that all the members of the LLC understand their rights, responsibilities, and the operational procedures of the company.

The operating agreement is an internal document, which means you don’t have to file it with the state, but you do need to have it. This document should be kept where you store your important business records.

Related: New York operating agreement template

Obtain an EIN

If the LLC will hire employees or is owned by more than one member, an EIN is required. 

The EIN or Employer Identification Number (also referred to as a Federal Employer Identification Number, FEIN, or Federal Tax ID Number) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Similar to a social security number for an individual, the EIN identifies business entities for tax purposes.

Related: How to apply for an EIN

Open an LLC Bank Account

Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.

Several documents will be needed to open a business bank account, such as:

• A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
• Copies of the original formation paperwork from the state showing the creation of the LLC.
• Driver’s licenses of the members.
• Occasionally, the bank will request a New York Certificate of Good Standing to prove the LLC is active and in good standing with the state.

Related: How to open a business bank account for your LLC

Apply for Business Licenses and Permits

Depending on what your business does and where it is located, there will likely be various business licenses and permits needed before starting your business. Some common registrations include:

• Business license: There isn’t a statewide business license, but many cities require businesses to obtain licensing before they can start.
• Professional license: Certain services such as barbershops, accountants, salons, and others must be licensed before offering them in the state.
• Sales Tax Certificate of Authority: To sell products and certain services in New York State, Sales Tax Certificate of Authority will be needed from the New York Department of Taxation and Finance.

Related: What business licenses are needed in New York?

File the New York LLC Biennial Statement

LLCs are required to file a biennial statement with the New York State Department of State.  The statement costs $9 every other year.

Related: How to File a New York Biennial Statement

File the Beneficial Owner Information Report

Beginning in 2024, any individual who owns at least 25% or has “substantial control” of an LLC or corporation in New York or any other state must file the Beneficial Ownership Information (BOI) form with the Financial Crimes Enforcement Network (FinCEN). BOI reports are filed electronically through FinCEN’s website.

New York LLC FAQs