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 by 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.
An email address is also something to consider when choosing a name. Get a professional email (@yourcompany.com) with Google apps. Also get access to the top business tools, cloud storage, and business-grade security. - Try it for free
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. We suggest businesses located in NYC switch to a registered agent outside the city since publication costs are so high. You will learn more about publication requirements in Step 4.
New York Certificate of Change of Registered Agent
Download FormFee: $30 payable to the New York Department of State
Who can be a Registered Agent? 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: Northwest Registered Agent Service is a great company. Find out how you can save time and money using their service.
To register your LLC, you will need to file the Articles of Organization with the State of New York.
File the Articles of Organization for a Domestic LLC
File Online- or -
Download the PDFFee: Nonrefundable $200, payable to the Department of State
Follow the instructions on the form you choose.
Important: If you're expanding your existing LLC to the State of New York you are forming a Foreign LLC. Learn how.
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.
Fillable Certificate of Publication Form
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: Northwest 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.
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.
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 registersthe company for federal taxes.
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.
Do I need to register for State taxes?
- If you have hired Employees in New York, you will need to register your business for Unemployment Insurance Tax and Employee Withholding Tax on behalf of your employees.
- Register for New York Unemployment Insurance and Employee Withholding Tax through the New York Department of Labor.
- If you are selling taxable goods or services in New York, you will need to register for New York sales tax by obtaining a New York Certificate of Authority.
- Register for your Certificate of Authority through New York's Department of Taxation and Finance.
- New York imposes a Franchise Tax on New York LLCs. Learn more about this tax.
- If your business falls within a specific industry, additional state taxes may apply.
*Recommended: Learn more about sales tax by reading our informative guide: Sales Tax for Small Businesses.
Even if you haven’t officially opened for business – it’s critical to get your books in order. A well managed accounting system will help you:
- Track your business finances, including bills, expenses and income.
- Simplify your annual tax filings.
The right software makes accounting easy. Look for software that:
- Syncs with your bank automatically.
- Matches transactions to invoices, bills and purchase orders.
- Can be accessed from your phone.
*Recommended: Xero has the features that all small businesses need.
Try Xero FREE for 30 days and get 30% off your first 6-months.
Do I need business licenses and permits?
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 how to obtain necessary licenses and permits for your business:
- Federal: Use the U.S. Small Business Administration (SBA) guide to federal business licenses and permits.
- State: Apply for or learn more about licenses, permits and registration with The State of New York's License Center.
- Local: Contact your local Chamber of Commerce and ask about local licenses and permits.
- Alternatively, you can use a professional service to research all of your business licensing needs.
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.
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.
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
More information can be found at the New York State Department of Labor.
A great resource for posting jobs and finding qualified employees is Indeed.com
How to Start a Business
in New York
5 easy steps to starting a business in New York.
We have a far more detailed guide - How to Start a Business which will go over the points in more details.
- Identify a suitable business idea that works for you - Check out our Business Ideas Tool.
- Critically analyze your idea with our Lean Business Model Canvas Tool. You can then go on to create a full business plan with our Free Online Business Plan Tool.
- Formally organize your Business into a company. An LLC is the most popular way to structure your business. Learn how to Form your LLC in New York.
- Complete important key steps after formation such as acquiring business licences & permits, registering for state taxes, and opening a business bank account.
- Build your website and develop your brand. Learn more about marketing and brand establishment.
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.
Biennial Report
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
File OnlineDue 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.
Fee: $9
Late Filings
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.
Prevention
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.
Franchise Tax
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.”
File Franchise Tax with the State of New York
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
Instructions: IT-204-LL-I (Instructions)
Form: IT-204-LL (Fill-in)
More Information: Department of Taxation and Finance
A Certificate of Good Standing verifies that your LLC was legally formed and has been properly maintained. Several instances where you might need to get one include:
- Seeking funding from banks or other lenders
- Forming your business as a foreign LLC in another state
- Obtaining or renewing specific business licenses or permits
You can order a Certificate of Good Standing by mail.
File a Certificate of Good Standing in the State of New York
See Requirements for Requesting a Certificate of Status by mail.
View InstructionsFee: $25
How to dissolve a New York LLC
If you no longer wish to conduct business with your LLC, it is important to officially dissolve it. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble. To dissolve your LLC, there are two broad steps:
- Close your business tax accounts
- File the Articles of Dissolution
If you have an existing LLC and want to register to do business in New York , you will need to form a foreign LLC.
File a Foreign LLC in the State of New York
Download the PDFFee: $250 — Follow the instructions on the PDF.
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 in the State of Delaware, you can file your existing domestic LLC as a foreign corporation in other states.