Understanding New York LLC Laws

The rules for starting and running a New York limited liability company (LLC) are laid out by New York LLC laws

In this guide, we offer simple explanations to New York LLC laws about:

To learn more about starting an LLC, visit our form an LLC guide.


LLC Formation Requirements

New York LLC laws set out the requirements for forming an LLC. The State of New York has created the Business Express online LLC portal and PDF Articles of Organization form to simplify the process.

New York LLC Formation Statute

The following LLC formation statutes are from Article 2 of the New York Limited Liability Company Law:

Section 207 Execution of articles or certificates

(a) Each article or certificate required by this chapter to be filed with the department of state shall be executed in the following manner:

(2) a certificate of amendment must be signed by at least one member, manager or authorized person of the limited liability company;

Section 203 Formation

(1) the initial articles of organization must be signed by an organizer or organizers of the limited liability company;

(a) One or more persons may act as an organizer or organizers to form a limited liability company by (i) preparing the articles of organization of such limited liability company in accordance with subdivision (e) of this section, (ii) executing such articles of organization in accordance with section two hundred seven of this article and (iii) filing such articles, entitled "Articles of organization of... (name of limited liability company) under section two hundred three of the Limited Liability Company Law," in accordance with section two hundred nine of this article.

(b) An organizer may, but need not be, a member of the limited liability company that he or she forms.

(c) At the time of its formation, a limited liability company must have at least one member.

(d) A limited liability company is formed at the time of the filing of the initial articles of organization with the department of state or at any later time specified in the articles of organization, not to exceed sixty days from the date of such filing. The filing of the articles of organization shall, in the absence of actual fraud, be conclusive evidence of the formation of the limited liability company as of the time of filing or effective date if later, except in an action or special proceeding brought by the attorney general. A limited liability company formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until the cancellation of the limited liability company's articles of organization.

(e) The articles of organization of a limited liability company shall set forth:

(1) the name of the limited liability company;

(2) the county within this state in which the office of the limited liability company is to be located or if the limited liability company shall maintain more than one office in this state, the county in which the principal office of the limited liability company is to be located;

(3) if the limited liability company is to have a specific date of dissolution in addition to the events of dissolution set forth in section seven hundred one of this chapter, the latest date on which the limited liability company is to dissolve;

* (4) a designation of the secretary of state as agent of the limited liability company upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her;

* NB Effective until January 1, 2023

* (4) a designation of the secretary of state as agent of the limited liability company upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against the limited liability company served upon him or her. The limited liability company may include an email address to which the secretary of state shall email a notice of the fact that process against it has been electronically served upon him or her;

* NB Effective January 1, 2023

(5) if the limited liability company is to have a registered agent, its name and address within this state and a statement that the registered agent is to be the agent of the limited liability company upon whom process against it may be served;

(6) if all or specified members are to be liable in their capacity as members for all or specified debts, obligations or liabilities of the limited liability company as authorized pursuant to section six hundred nine of this chapter, a statement that all or specified members are so liable for such debts, obligations or liabilities in their capacity as members of the limited liability company as authorized pursuant to section six hundred nine of this chapter; and

(7) any other provisions, not inconsistent with law, that the members elect to include in the articles or organization for the regulation of the internal affairs of the limited liability company, including, but not limited to, (A) the business purpose for which the limited liability company is formed, (B) a statement of whether there are limitations on the authority of members or managers or a class or classes thereof to bind the limited liability company and (C) any provisions that are required or permitted to be included in the operating agreement of the limited liability company pursuant to section four hundred seventeen of this chapter.

Section 206 Affidavits of publication

(a) Within one hundred twenty days after the effectiveness of the initial articles of organization as determined pursuant to subdivision (d) of section two hundred three of this article, a copy of the same or a notice containing the substance thereof shall be published once in each week for six successive weeks, in two newspapers of the county in which the office of the limited liability company is located, one newspaper to be printed weekly and one newspaper to be printed daily, to be designated by the county clerk. When such county is located within a city with a population of one million or more, such designation shall be as though the copy or notice were a notice or advertisement of judicial proceedings. Proof of the publication required by this subdivision, consisting of the certificate of publication of the limited liability company with the affidavits of publication of such newspapers annexed thereto, must be filed with the department of state. Notwithstanding any other provision of law, if the office of the limited liability company is located in a county wherein a weekly or daily newspaper of the county, or both, has not been so designated by the county clerk, then the publication herein required shall be made in a weekly or daily newspaper of any county, or both, as the case may be, which is contiguous to, such county, provided that any such newspaper meets all the other requirements of this subdivision. A copy or notice published in a newspaper other than the newspaper or newspapers designated by the county clerk shall not be deemed to be one of the publications required by this subdivision. The notice shall include: (1) the name of the limited liability company; (2) the date of filing of the articles of organization with the department of state and, if the date of formation is not the date of filing of the articles of organization, the date of the formation of the limited liability company; (3) the county within this state, in which the office of the limited liability company is located; (3-a) the street address of the principal business location, if any; (4) a statement that the secretary of state has been designated as agent of the limited liability company upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him or her; (5) if the limited liability company is to have a registered agent, his or her name and address within this state and a statement that the registered agent is to be the agent of the limited liability company upon whom process against it may be served; (6) if the limited liability company is to have a specific date of dissolution in addition to the events of dissolution set forth in section seven hundred one of this chapter, the latest date upon which the limited liability company is to dissolve; and (7) the character or purpose of the business of such limited liability company. Where, at any time after completion of the first of the six weekly publications required by this subdivision and prior to the completion of the sixth such weekly publication, there is a change in any of the information contained in the copy or notice as published, the limited liability company may complete the remaining publications of the original copy or notice, and the limited liability company shall not be required to publish any further or amended copy or notice. Where, at any time after completion of the six weekly publications required by this subdivision, there is a change to any of the information contained in the copy or notice as published, no further or amended publication or republication shall be required to be made. If within one hundred twenty days after its formation, proof of such publication, consisting of the certificate of publication of the limited liability company with the affidavits of publication of the newspapers annexed thereto has not been filed with the department of state, the authority of such limited liability company to carry on, conduct or transact any business in this state shall be suspended, effective as of the expiration of such one hundred twenty day period. The failure of a limited liability company to cause such copy or notice to be published and such certificate of publication and affidavits of publication to be filed with the department of state within such one hundred twenty day period or the suspension of such limited liability company's authority to carry on, conduct or transact business in this state pursuant to this subdivision shall not limit or impair the validity of any contract or act of such limited liability company, or any right or remedy of any other party under or by virtue of any contract, act or omission of such limited liability company, or the right of any other party to maintain any action or special proceeding on any such contract, act or omission, or right of such limited liability company to defend any action or special proceeding in this state, or result in any member, manager or agent of such limited liability company becoming liable for the contractual obligations or other liabilities of the limited liability company. If, at any time following the suspension of a limited liability company's authority to carry on, conduct or transact business in this state pursuant to this subdivision, such limited liability company shall cause proof of publication in substantial compliance with the provisions (other than the one hundred twenty day period) of this subdivision, consisting of the certificate of publication of the limited liability company with the affidavits of publication of the newspapers annexed thereto, to be filed with the department of state, such suspension of such limited liability company's authority to carry on, conduct or transact business shall be annulled.

(b)(1) A limited liability company which was formed prior to the effective date of this subdivision and which complied with the publication and filing requirements of this section as in effect prior to such effective date shall not be required to make any publication or republication or any filing under subdivision (a) of this section, and shall not be subject to suspension pursuant to this section.

(2) Within twelve months after the effective date of this subdivision, a limited liability company, which was formed prior to such effective date, and which did not comply with the publication and filing requirements of this section as in effect prior to such effective date, shall publish a copy of its articles of organization or a notice containing the substance thereof in the manner required (other than the one hundred twenty day period) by this section as in effect prior to such effective date and file proof of such publication, consisting of the certificate of publication of the limited liability company with the affidavits of publication of the newspapers annexed thereto, with the department of state.

(3) If a limited liability company that is subject to the provisions of paragraph two of this subdivision fails to file the required proof of publication with the department of state within twelve months after the effective date of this subdivision, its authority to carry on, conduct or transact any business in this state shall be suspended, effective as of the expiration of such twelve month period.

(4) The failure of a limited liability company that is subject to the provisions of paragraph two of this subdivision to fully comply with the provisions of said paragraph two or the suspension of such limited liability company's authority to carry on, conduct or transact any business in this state pursuant to paragraph three of this subdivision shall not impair or limit the validity of any contract or act of such limited liability company, or any right or remedy of any other party under or by virtue of any contract, act or omission of such limited liability company, or the right of any other party to maintain any action or special proceeding on any such contract, act or omission, or right of such limited liability company to defend any action or special proceeding in this state, or result in any member, manager or agent of such limited liability company becoming liable for the contractual obligations or other liabilities of the limited liability company.

(5) If, at any time following the suspension of a limited liability company's authority to carry on, conduct or transact business in this state, pursuant to paragraph three of this subdivision, such limited liability company shall cause proof of publication in substantial compliance with the provisions (other than the one hundred twenty day period) of subdivision (a) of this section, consisting of the certificate of publication of the limited liability company with the affidavits of publication of the newspapers annexed thereto, to be filed with the department of state, such suspension of such limited liability company's authority to carry on, conduct or transact business shall be annulled.

(6) For the purposes of this subdivision, a limited liability company which was formed prior to the effective date of this subdivision shall be deemed to have complied with the publication and filing requirements of this section as in effect prior to such effective date if (i) the limited liability company was formed on or after January first, nineteen hundred ninety-nine and prior to such effective date and the limited liability company filed at least one affidavit of the printer or publisher of a newspaper with the department of state at any time prior to such effective date, or (ii) the limited liability company was formed prior to January first, nineteen hundred ninety-nine, without regard to whether the limited liability company did or did not file any affidavit of the printer or publisher of a newspaper with the secretary of state.

(c) The information in a notice published pursuant to this section shall be presumed to be in compliance with and satisfaction of the requirements of this section.

What This Means: Key Takeaways*

The New York LLC statute provides the requirements for setting up (or forming) an LLC. The State of New York offers online and hard copy LLC filing to meet these requirements.

Required Information for New York LLC Formation:

  • LLC’s name (Must meet New York LLC naming requirements)
  • LLC principal office’s street and mailing address
  • Address for the Secretary of State to forward copies of service of process
  • Registered agent’s name and New York address (if you choose to designate a registered agent)

Optional Information for New York LLC Formation:

  • LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute. 

Publication Requirements After Formation:

  • Within 120 days of formation, LLCs must also publish a notice of LLC formation in two newspapers (one weekly and one daily) for six successive weeks in the county of the LLC's principal office or designated registered agent's office.
  • After publication, the LLC must submit the Certificate of Publication to the State of New York.

Recommended: For help with completing the LLC formation forms, visit our New York LLC Articles of Organization guide.

Agent for Service of Process and Registered Agent

New York LLC laws define the duties of the agent for service of process and the registered agent.

New York LLC Agent for Service of Process Statute

The following agent for service of process statutes are from the New York Limited Liability Company Law:

Section 301 Statutory designation of secretary of state as agent for service of process

(a) The secretary of state shall be the agent of every domestic limited liability company that has filed with the department of state articles of organization making such designation and every foreign limited liability company upon which process may be served pursuant to this chapter.

(b) No domestic or foreign limited liability company may be formed or authorized to do business in this state under this chapter unless its articles of organization or application for authority designates the secretary of state as such agent.

* (c) Any designated post office address to which the secretary of state shall mail a copy of process served upon him or her as agent of a domestic limited liability company or a foreign limited liability company shall continue until the filing of a certificate under this chapter directing the mailing to a different post office address.

* NB Effective until January 1, 2023

* (c) Any designated post office address to which the secretary of state shall mail a copy of process served upon him or her as agent of a domestic limited liability company or a foreign limited liability company shall continue until the filing of a certificate or other instrument under this chapter directing the mailing to a different post office address and any designated email address to which the secretary of state shall email a notice of the fact that process has been electronically served upon him or her as agent of a domestic limited liability company or foreign limited liability company, shall continue until the filing of a certificate or other instrument under this chapter changing or deleting such email address.

* NB Effective January 1, 2023

(e) (1) Except as otherwise provided in this subdivision, every limited liability company to which this chapter applies, shall biennially in the calendar month during which its articles of organization or application for authority were filed, or effective date thereof if stated, file on forms prescribed by the secretary of state, a statement setting forth the post office address within or without this state to which the secretary of state shall mail a copy of any process accepted against it served upon him or her. Such address shall supersede any previous address on file with the department of state for this purpose.

(2) The commissioner of taxation and finance and the secretary of state may agree to allow limited liability companies to include the statement specified in paragraph one of this subdivision on tax reports filed with the department of taxation and finance in lieu of biennial statements and in a manner prescribed by the commissioner of taxation and finance. If this agreement is made, starting with taxable years beginning on or after January first, two thousand sixteen, each limited liability company required to file the statement specified in paragraph one of this subdivision that is subject to the filing fee imposed by paragraph three of subsection (c) of section six hundred fifty-eight of the tax law shall provide such statement annually on its filing fee payment form filed with the department of taxation and finance in lieu of filing a statement under this section with the department of state. However, each limited liability company required to file a statement under this section must continue to file the biennial statement required by this section with the department of state until the limited liability company in fact has filed a filing fee payment form with the department of taxation and finance that includes all required information. After that time, the limited liability company shall continue to provide annually the statement specified in paragraph one of this subdivision on its filing fee payment form in lieu of the biennial statement required by this subdivision.

(3) If the agreement described in paragraph two of this subdivision is made, the department of taxation and finance shall deliver to the department of state the statement specified in paragraph one of this subdivision contained on filing fee payment forms. The department of taxation and finance must, to the extent feasible, also include the current name of the limited liability company, department of state identification number for such limited liability company, the name, signature and capacity of the signer of the statement, name and street address of the filer of the statement, and the email address, if any, of the filer of the statement.

Section 302 Registered agent for service of process

(a) In addition to the designation of the secretary of state, each domestic limited liability company or authorized foreign limited liability company may designate a registered agent upon whom process against the limited liability company may be served.

(b) The agent must be either:

(1) a natural person who is a resident of this state or has a business address in this state;

(2) a domestic limited liability company or an authorized foreign limited liability company; or

(3) a domestic corporation or a foreign corporation authorized to do business in this state.

(d) The registered agent of a limited liability company may resign as such agent. The registered agent shall file a certificate with the department of state entitled "Certificate of resignation of registered agent of... (name of limited liability company) under subdivision (d) of section three hundred two of the Limited Liability Company Law" and executed by such registered agent. Such certificate shall set forth:

(1) the name of the limited liability company, and if it has been changed, the name under which it was formed. With respect to a foreign limited liability company, there shall be set forth its name and, if applicable, the fictitious name the foreign limited liability company has agreed to use in this state pursuant to section eight hundred two of this chapter;

(2) the date the articles of organization or application for authority was filed by the department of state;

(3) that he or she resigns as registered agent of the limited liability company; and

(4) that he or she has sent a copy of the certificate of resignation by registered mail to the limited liability company at the post office address on file with the department of state specified for the mailing of process or, if such address is the address of the registered agent, to the office of the limited liability company in the jurisdiction of its formation.

(e) The designation of a registered agent shall terminate thirty days after the filing with the department of state of the certificate of resignation. A certificate designating a new registered agent may be delivered to the department of state by the limited liability company within the thirty days or thereafter.

What This Means: Key Takeaways*

An agent for service of process accepts service of process (legal summons to a lawsuit). The secretary of state acts as the agent for service of process for an LLC.

When you form your LLC, you must provide an address to receive service of process. The address must be a physical address.

You can also designate a registered agent to receive service of process.

A New York registered agent must:

  • Be an individual, a New York corporation or LLC, or foreign (an LLC registered in New York but founded in another state) corporation or LLC with a business address in the State of New York

Registered agent information is kept on file by the State of New York. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.

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Operating Agreements

New York LLC laws provide guidelines for creating and maintaining an LLC operating agreement.

The following operating agreement statutes are from the New York Limited Liability Company Law:

Section 417 Operating agreement

(a) Subject to the provisions of this chapter, the members of a limited liability company shall adopt a written operating agreement that contains any provisions not inconsistent with law or its articles of organization relating to (i) the business of the limited liability company, (ii) the conduct of its affairs and (iii) the rights, powers, preferences, limitations or responsibilities of its members, managers, employees or agents, as the case may be.

The operating agreement may set forth a provision eliminating or limiting the personal liability of managers to the limited liability company or its members for damages for any breach of duty in such capacity, provided that no such provision shall eliminate or limit:

(1) the liability of any manager if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that with respect to a distribution the subject of subdivision (a) of section five hundred eight of this chapter his or her acts were not performed in accordance with section four hundred nine of this article; or

(2) the liability of any manager for any act or omission prior to the adoption of a provision authorized by this subdivision.

(b) The operating agreement of a limited liability company may be amended from time to time as provided therein; provided, however, that, except as otherwise provided in the operating agreement or the articles of organization, without the written consent of each member adversely affected thereby, (i) no amendment of the operating agreement or (ii) to the extent any provision concerning (A) the obligations of any member to make contributions, (B) the allocation for tax purposes of any items of income, gain, loss, deduction or credit, (C) the manner of computing the distributions of any member or (D) the compromise of an obligation of a member to make a contribution is contained in the articles of organization, no amendment of such provision in the articles of organization, shall be made that (i) increases the obligations of any member to make contributions, (ii) alters the allocation for tax purposes of any items of income, gain, loss, deduction or credit, (iii) alters the manner of computing the distributions of any member or (iv) allows the obligation of a member to make a contribution to be compromised by consent of less than all the members.

(c) An operating agreement may be entered into before, at the time of or within ninety days after the filing of the articles of organization. Regardless of whether such agreement was entered into before, at the time of or after such filing, such agreement, may be effective upon the formation of the limited liability company or at such later time or date as provided in the operating agreement; provided, however, under no circumstances shall an operating agreement become effective prior to the formation of such company.

What This Means: Key Takeaways*

An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”

Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.

When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.

If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.

Creating an Operating Agreement

Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:

  • Each member’s responsibilities
  • How new members will be admitted
  • How existing members may transfer or terminate their membership
  • How profits and dividends will be distributed
  • The process for amending the operating agreement

Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.

Biennial Statement Requirements

New York LLC laws sets out the requirements for biennial LLC reporting. The State of New York has created the e-Statement filing service to simplify the process.

New York LLC Biennial Statement Statute

The following biennial report statutes are from the New York Limited Liability Company Law:

LLC Article III, Section 301(e)

(e) (1) Except as otherwise provided in this subdivision, every limited liability company to which this chapter applies, shall biennially in the calendar month during which its articles of organization or application for authority were filed, or effective date thereof if stated, file on forms prescribed by the secretary of state, a statement setting forth the post office address within or without this state to which the secretary of state shall mail a copy of any process accepted against it served upon him or her. Such address shall supersede any previous address on file with the department of state for this purpose.

What This Means: Key Takeaways*

You can file your New York biennial statement online.

Your New York LLC biennial statement must state the following information (and must be current as of the date of filing):

  • The address for service of process by the secretary of state

Biennial Statement Due Dates:

  • New York LLC biennial statements are due every second year by the end of your LLC’s anniversary month (i.e., the month when you initially registered your LLC with the state).

*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.

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