Start a New York LLC: Step-by-Step Guide

Two decisions come before you file anything: your LLC's name and the New York county where its office sits. The county matters more here than in most states, because it determines both which newspapers you'll publish in and how much that publication costs. If you have flexibility, the office county is worth thinking about carefully.

Your name must be distinguishable from every other entity already on file with the New York Department of State. Start with the DOS Corporation and Business Entity search. Search your proposed name and close variants. Note that the state says this database "should not be used to determine the acceptability of an Entity Name" (a name that looks open can still be rejected), so leave yourself a fallback. For an official answer, the Department of State runs a written name availability search for $5 per name.

New York naming rules

• Must include "Limited Liability Company," "L.L.C.," or "LLC"
• Must be distinguishable from the LLCs, corporations, and limited partnerships already on file
• Cannot use restricted words (such as "bank," "insurance," "trust," "academy," or terms implying a government agency) without approval from the relevant regulator
• Certain professional terms are reserved for licensed practices (PLLCs)

Optional: reserve the name

If you're not ready to file but want to lock the name, New York's Application for Reservation of Name costs $20 and holds the name for 60 days. This holds the name while you finish other steps; it does not form the LLC.

Here is where New York departs from the standard playbook. In most states you name a mandatory registered agent. In New York, the Secretary of State is automatically your LLC's agent for service of process: you cannot remove that designation. What the Articles ask for is the address where the Secretary of State should forward any legal papers it receives on your behalf.

Your two real choices

• List your own address for forwarding: The Secretary of State mails process to whatever address you put in the Articles. If that's your home, your home address sits in the public record and receives the state's forwarded mail.
• Add a designated registered agent (optional): LLC Law § 302 says an LLC "may" designate a registered agent on top of the Secretary of State: a person who lives in New York or has a business address here, or a domestic or authorized LLC or corporation (which is how commercial services qualify). Many owners do this to keep a professional address in the public line, ensure someone reliable actually monitors for legal mail, and keep their home address off the filing.

Because the Secretary of State is always in the chain, you are never without a fallback. But relying solely on the state means process gets forwarded to the address you listed, and if that address goes stale you can miss a lawsuit. A commercial agent solves that.

The Articles of Organization is the filing that legally creates your LLC. The form is DOS-1336-f. File it online through the Department of State Online Filing System, or by mail using the state's instructions. The fee is $200 either way; online is simply faster.

What the Articles include

• LLC name: The full legal name with its required designator
• County: Only the name of the New York county where the LLC's office is located, not a street address (this drives publication)
• Service-of-process address: The post office address the Secretary of State mails legal papers to, plus an optional email
• Registered agent (optional): Name and New York address if you choose to designate one
• Organizer's signature: The person signing need not be a member
• Filer's name and address: The filer can't be the LLC being formed

What you don't include

You do not list members, ownership percentages, business activities, or financials. The Articles are a formation document, not a disclosure filing. File online and the Department of State emails a filing receipt within minutes. Mailed filings average about seven business days, and paper filings can be expedited for $25 (24 hours), $75 (same day), or $150 (two hours).

Once the LLC is formed, a 120-day clock starts. New York requires you to publish a notice of formation in two newspapers (one daily and one weekly) for six consecutive weeks. You don't get to pick the papers; the county clerk of your office county designates them.

After the six weeks, each paper issues an affidavit of publication. You then file a Certificate of Publication with the Department of State, attaching both affidavits and paying the $50 state fee for that certificate.

Why this step deserves attention

The newspapers set their own rates and the state doesn't publish them, so the cost depends on your county's designated papers. Miss the 120-day window and the state suspends your LLC's authority to carry on, conduct, or transact business. Filing the certificate later annuls the suspension, but you don't want to operate under one. It's the single most common thing new New York owners overlook, so put it on your calendar the day your Articles are accepted.

Unlike most states where it's merely advisable, New York's LLC Law requires members to adopt a written operating agreement. It is never filed with the state and stays private, but you are legally expected to have one in place. Section 417 lets members enter into it before, at the time of, or within 90 days after filing the Articles.

What it should cover

• Ownership: Member names and ownership percentages
• Capital contributions: What each member put in and any future obligations
• Profit and loss allocation: How income and losses are split among members
• Distributions: When and how cash is paid out
• Management: Member-managed or manager-managed, and who has authority over what
• Voting: How votes are weighted and what decisions need supermajority approval
• Transfers and exits: What happens when a member wants to sell or leave
• Dissolution: How the company winds down and distributes assets

For a single-member LLC the agreement reinforces that the entity is genuinely separate, which matters when a court evaluates liability protection. For multi-member LLCs it is essential to prevent disputes and to override New York's statutory defaults, which rarely match what members actually intend.

An Employer Identification Number is a free federal tax ID from the IRS: the business version of a Social Security number. Apply through the IRS EIN Assistant; the online application takes about ten minutes and issues the number immediately once approved. If Mainstay Filing forms your LLC, we apply for the EIN for you.

When you need one

• Your LLC has more than one member (multi-member LLCs file a partnership return and require an EIN)
• You plan to hire employees
• You want to open a business bank account (nearly every bank requires it)
• You've elected S-Corp or C-Corp tax treatment

Single-member LLCs with no employees can technically use the owner's SSN, but getting an EIN keeps your Social Security number off business paperwork. Non-US applicants without an SSN or ITIN apply by fax or mail using Form SS-4.

With the EIN and filed Articles in hand, open a dedicated business bank account. Separate finances aren't optional. Mixing personal and business money is exactly what lets a court pierce the veil. Most banks want your filed Articles, the EIN letter, your operating agreement, and ID for the signers.

Most of the effort is front-loaded. After formation and publication, ongoing New York compliance is light but specific.

Biennial Statement

New York does not use an annual report. Instead you file a biennial statement every two years, in the calendar month your Articles were filed, through the DOS e-Statement Filing Service. It updates the service-of-process address, and the fee is $9. There's no late fee, but let it lapse and your status shows "past due," including on certificates of status, which can hold up some business transactions.

Taxes and the New York LLC fee

The Department of Taxation and Finance charges an LLC filing fee on Form IT-204-LL: $25 for a disregarded LLC with New York-source income, gain, loss, or deductions, and $25 to $4,500 for a partnership LLC depending on its New York-source gross income. LLCs with no New York-source items don't owe it. Federal filing depends on classification: single-member LLCs use Schedule C, multi-member LLCs file Form 1065, and elected S-Corps file Form 1120-S. If you sell taxable goods or services, register for sales tax with the state.

Transparency Act and licenses

New York's LLC Transparency Act took effect January 1, 2026, but it only reaches LLCs formed under a foreign country's law that are authorized to do business in New York. A New York LLC is exempt, according to the Department of State's own FAQ. Many professions also need state or local licensing, which is entirely separate from your DOS filing.