STEP 1: Name your LLC
This is the first and most important step in starting your LLC. Do some research to make sure the name you choose is suited to your business venture and is easily searchable for potential clients.
- Follow the naming guidelines: Your entity name must contain the words Limited Liability Company or the abbreviation L.L.C. or LLC. Restricted words require additional paperwork (e.g. Banc, Bank, Banque, etc) and/or licensed individuals (e.g. Doctor, Engineer, etc). to be part of the LLC. Prohibited words are those that would confuse the name of your LLC with a federal or state agency e.g. FBI, Secret Service, Treasury etc.
- Is the name available in New York? Make sure the name isn't already taken by doing a name search on the State of New York website.
- Is the URL available? Check to see if the name of your LLC is available so that you can reserve your domain name. Even if you don't plan to make a website today, you may want to buy the domain name in order to prevent others from acquiring it.
STEP 2: Choose a Registered Agent
You are required to nominate a Registered Agent for your New York LLC
What is a Registered Agent A registered agent is a person or business nominated by your company to officially receive and send papers on your behalf including annual state filings.
In New York, the Secretary Of State acts as the registered agent by default. However, once your LLC is formed, you may change your registered agent. Fill out the form below and mail it to the address on the form, with a $30 check made payable to the New York Department of State.
The registered agent must be a resident of New York or a corporation authorized to transact business in New York. You may elect an individual within the company including yourself.
Recommended: INCFILE.COM provides free registered agent service for the first year as part of their LLC Packages.
STEP 3: File the Articles of Organization
How to register your LLC with the State of New York
Important: If you're expanding your existing LLC to the State of New York you are forming a Foreign LLC. Learn how.
Step 4. Certificate of Publication
Your LLC must be published in 2 newspapers
New York requires that within 120 days of forming your LLC, you must publish in two newspapers a copy of the articles of organization or a notice related to the formation of the LLC. The newspapers must be designated by the county clerk of the county in which the office of the LLC is located, as stated in the articles of organization. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication.
What you'll need to file
A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The fee for filing the Certificate of Publication is $50.
Located in NYC?
New York City has notoriously high fees for newspaper publishing. One way around this, is to get a registered agent service located outside the city.
Recommended: This registered agent service is located in Albany. The cost of getting the service is significantly less than the cost of publishing in New York City newspapers.
STEP 5: Create an Operating Agreement
What is an Operating Agreement? An operating agreement is a legal document outlining the ownership and operating procedures of your LLC. This agreement allows you to form financial/working relationships with co-owners into an established system suitable to your business. Operating agreements are mandatory for all LLCs in New York, both single member and multi-member.
Recommended: We provide a free sample operating agreement however we recommend getting one professional drafted by a lawyer, especially if you are starting a multi-member LLC.
STEP 6: Obtain an EIN
What is an EIN? The Employer Identification Number (EIN), or Federal Tax Identification Number, is used to identify a business entity. It is essentially a social security number for the company.
Why do I need an EIN? An EIN is required for the following:
- To open a business bank account for the company
- For Federal and State tax purposes
- To hire employees for the company
Where do I get an EIN? An EIN is obtained from the IRS (free of charge) by the business owner after forming the company. This can be done by one of two ways:
Important: An EIN is obtained after the LLC is formed. Obtaining an EIN registers the company for federal taxes.
1. Separate Personal Assets from the LLC
Opening a business bank account is an important first step, as it:
- Separates your personal assets from your company's assets, which is necessary for personal asset protection.
- Makes accounting and tax filing easier.
Getting a business credit card allows you to:
- Separate personal and business expenses.
- Build your company's credit history, which can be useful to raise money for your company later.
Proper accounting for a business can avoid future complications and is important for many reasons, including:
- Tracking the financial wellbeing of your business, including assets, expenses and income.
- Also makes filing your tax returns a lot easier.
Bookkeeping and accounting can be daunting to many people. The right accounting software can make the process simple and easy for most business owners.
Recommended: Try Xero Small Business Accounting Software for free, with an easy mobile app to manage your finances on-the-go.
3. Register Your LLC for New York State Tax
Do I need to register for State taxes?
- If you have hired Employees in New York, you will need to register your LLC for state payroll taxes, which includes:
- Unemployment insurance tax
- State income tax withholding on behalf of your employees
You can register for New York payroll taxes by filing form NYS100
- If you are selling a Product in New York, you will need to register for New York sales tax by obtaining a New York Certificate of Authority
- A Certificate of Authority can be obtained through the New York State License center. Learn how to obtain a certificate of authority herehere.
New York imposes a Franchise Tax on New York LLCs. Learn more about this tax
** Additional state taxes may apply depending upon your business or industry. More information about New York business taxes can be found here.
4. Obtain Business Licenses & Permits
Do I need business licenses & permits and how do I obtain them?
To operate your LLC you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Find out what types of special licensing you need by doing the following:
- Fill out the U.S Small Business Administration (SBA) comprehensive guide. Follow the directions to obtaining the correct licenses and permits.
- Contact your local Chamber of Commerce and ask about local licenses and permits.
- Apply for or learn more about licenses, permits and registration with The State of New York's' License Center.
The details of business licenses and permits vary from state to state. Make sure you read carefully. Don't be surprised if there are short classes required as well.
Fees for business licenses and permits will vary depending on what sort of license you are seeking to obtain.
5. Get Insurance
What is Workers Compensation Insurance? This form of insurance is required for most businesses with employees, but varies by State. Click here to learn more.
What is General Liability Insurance? This is an important service, but is not required in most States. Click here to learn why.
How much will the right insurance cost you? Click here to find out.
6. Employee Hiring Compliance
Once a business decides to hire employees, certain legal obligations are required, such as:
- Ensuring that potential employees are eligible to work in the US
- Reporting employees as "new hires" to the State
- Providing workers compensation insurance for employees
- Withholding income taxes
- Printing compliance posters and place in a conspicuous location
- Ensuring payment of employees in specific increments as required by the state
Learn more about hiring employees for your small business.
To maintain a New York LLC, it is necessary to make periodic filings with the State of New York. Learn how to keep your LLC in good standing and avoid state penalties.
New York requires LLCs to file an biennial report with the New York Secretary of State.
File a Report with the State of New York
Begin Online Application
Due Date: Due by the end of the Month in which the LLC was formed. If you formed an LLC on March 15th, then your biennial report is due every two years by March 31st.
New York may charge up to $250 in late fees if you miss your filing deadline. New York will also classify late-filing LLCs as “delinquent,” resulting in loss of certain rights and privileges. Your LLC could eventually be dissolved or revoked.
Each year, thousands of LLCs are unknowingly dissolved or suspended for failing to file an annual or biennial report. When this happens, LLC owners risk loss of limited liability protection. A registered agent service can help prevent this outcome by notifying you of upcoming filing deadlines and by submitting reports on your behalf.
Recommended: INCFILE.COM offers a reliable registered agent service.
Some states impose a franchise or business license tax for the privilege of operating an LLC. New York LLCs with any income, gain, loss, or deduction in the State of New York are required to pay a type of franchise tax called an “annual filing fee.”
Fee Calculation: Based on LLC income and ranges from $25 to $4,500
Due Date: 60 days after the last day of an LLCs tax year
Filing: Instructions: IT-204-LL-I (Instructions) Form: IT-204-LL (Fill-in)
More Information: Department of Taxation and Finance
If you have an existing LLC and want to register to do business in New York , you will need to form a foreign LLC.
Benefits of Forming a Foreign LLC
The major benefit of becoming a foreign corporation is that it allows your company to operate as one entity in many jurisdictions. For example, if you originally incorporate your LLC the State of Delaware, you can file your existing domestic LLC as a foreign corporation in other states.