LLC New York
Wait a Second. What's so great about forming a New York LLC anyways?
Do you like adaptability? Control? Not losing sleep over personal liability for business debt? Then form an LLC.
- Limited Liability: Forming a business entity like an LLC or corporation creates a legal separation between you and your business. If something goes wrong and you get sued, creditors can typically only go after business assets (not your house or car) to pay off debts.
- Pass-Through Taxation: Unlike New York corporations, LLCs are taxed as “pass-through” entities by default. Profits and losses incurred “pass through” your business, straight to you. Unless you change tax designations, you report LLC earnings on your personal return.
- Flexible Ownership: Corporations are for people who like rules, formalities, and prestige. LLCs are for people who like control. When you form a New York LLC, you’re not beholden to shareholders or a board, and you can have as many managers or members as you want.
How to form an LLC in NY Yourself
Are you ready to make it official? To get your LLC on the books, you need to file Articles of Organization with the New York Department of State. If you’ve already registered in another state, you don’t need to form another LLC. Instead, you’ll need to submit a Certificate of Authority for a New York foreign LLC. You can only file by paper, and you must attach a Certificate of Good Standing, Certificate of Existence, or Certificate of Status from your LLC’s home state. The filing fee is $250.
To start a New York LLC, your first step is to file Articles of Organization.
File Articles of Organization in NY
You can file online through the Department of State’s Division of Corporations website. Just type in your LLC name and get started. Some fields on the Articles of Organization are optional and some are required — here’s a quick rundown for how to fill it out. You can file online, by fax, in person, or by mail. However, the online form offers more options for shaping your LLC and makes it easier to add a registered agent.
This box should be checked if an organizer is completing the Articles of Organization. Anyone can be an organizer – you, a fancy attorney, Jenny from the block, or a company like us.
Here’s where you fill in your killer business name – just make sure it isn’t taken first. You can check the New York Department of State’s business database to make sure it’s available. Be careful not to use any of New York’s restricted words (“Bank of the United Nations LLC” isn’t gonna fly). You’ll also need to tack on either “LLC,” “L.L.C.,” or “Limited Liability Company” to the end. If you have the perfect name but aren’t ready to pull the trigger on forming an LLC in NY, you can reserve the name for 60 days with the Application for Reservation of a Name ($20).
You can check this box to include the purposes statement. The statement basically affirms that you’re going to do business legally and that if you need a license or other permission, you’ll get it. It’s an optional statement. Including it can be useful if you’re planning on expanding into other states down the road.
Select the county where your office will be located. Important: this is the county where you’ll have to publish a total of 48 ads in two newspapers. Depending on your county, this can add up. Our clients use our Albany address and often save thousands on the NY LLC publication requirement.
In New York, the Secretary of State is automatically designated as your registered agent. So if someone delivers your LLC “service of process” — complaints, summons, subpoenas, stuff you want to see ASAP — the SOS receives it on your behalf and mails it to the address you list here. This address will become public record and determine the county where you’ll have to meet the New York publication requirement.
If you’re good with that, put down your address. If not, hire us and use our Albany address.
Here’s your chance to add an additional registered agent. You don’t have to. Using the SOS as your only registered agent is totally legit. It’s also free. However, adding us as your registered agent ($49) keeps your address off the public record and saves you big bucks on the crazy NY publication requirement. Plus, we’re fast. We scan and upload legal mail to your account as soon as it shows up in our office.
If you hire us, we’ll give you our information to put here.
Who’s in charge around here? This is your chance to say how your New York LLC will be managed. By default, a New York LLC is managed by members. If you plan on appointing a manager or managers, check the box to include the statement and indicate who will manage the LLC.
If you want to delay the start date of your New York LLC (say, for tax purposes) check the Effective Date box and specify the date. Otherwise, skip it and your LLC will be formed as soon as your paperwork is processed.
Most filers skip adding a dissolution date, but if you have an end date in mind, you can list it here.
Here’s another optional statement with some legal language. We’re not lawyers, but the statement basically says that your LLC will support members if they are sued in connection with the business, assuming the lawsuit doesn’t stem from any unlawful behavior or negligence.
Pretty straightforward. Whoever is filling out the form provides their name, address, and a signature. You can sign electronically by typing in your name.
The filer is just the person submitting the Articles of Organization to the Department of State. In most cases, the organizer is also the filer.
Enter your credit card and billing address and get ready to fork over 200 bucks. Click “process.”
Boom. You just formed a New York LLC. Don’t pop the bubbly just yet — there are a few more steps you need to complete before you can really get down to business. We’ve listed them below.
Write your New York LLC operating agreement
An LLC operating agreement is just what it sounds like: an agreement on how the LLC is going to operate. You don’t have to file it with the NY Department of State, but you do need to have one.
A good operating agreement will include basic info about your LLC, but it should also get into the nitty gritty. How much money are members contributing? How will profits and losses be allocated? What if a member wants out? And how will you handle it if — God forbid — things go south and you need to dissolve?
Hashing it out over pizza is great, but you need to get it in writing.
1.) It’s the law.
2.) It’ll be helpful for solving problems down the road.
3.) The bank will want to see it when you open a business account.
Yes, even a single-member LLC needs an operating agreement. It might be different than a multi-member LLC operating agreement, but you should still have one to show the bank.
Yes. When you hire us to form your New York LLC, you’ll get an operating agreement template that is specific to your business structure.
Meet the New York LLC publication requirement
Once you file your NY Articles of Organization, the clock is ticking. You have exactly 120 days to publish a total of 48 newspaper ads in two newspapers in the county where your LLC was formed.
We know. The New York LLC publication requirement is bonkers. It’s also expensive, depending on where you’re registered. New York City LLCs are looking at upwards of $1,500. But we have a solution. Hire us to serve as your registered agent or form your NY LLC, and you can use the address of our Albany office. It’s one of the cheapest places to publish in the state. You’re looking at under $200 – TOTAL – in publication fees.
After you publish, the newspaper will send you an Affadavit of Publication. You’ll use it to file the Certificate of Publication ($50) with the Department of State.
No problem. Use our Albany address to form your LLC and meet the LLC publication requirement in New York. Then file an amendment to change your address for $30.
Get an EIN
An Employee Identification Number (EIN), also sometimes called a FEIN, is a nine-digit number assigned to your LLC by the IRS.
Probably. If you’re a single-member LLC with no employees and no need to pay excise taxes, you can technically use your Social Security number. Otherwise, you need an EIN. The law might not require you to get an EIN, but your bank will.
You can apply online and get an EIN instantly.
Open your New York LLC bank account
Put on your lucky shoes. It’s time to open a business account for your LLC. You’ll need to bring the bank the following:
- your New York LLC’s EIN
- a copy of your Articles of Organization
- a copy of your Operating Agreement
- your business license (if needed)
You need an LLC bank account to keep your business finances separate from your personal finances.
One of the biggest upsides of an LLC is that it creates a legal separation between you and your business. This separation is valuable, especially when it comes to liability.
Letting your personal and business finances intermingle erodes that separation. To keep it intact, you need to open and use an LLC bank account.
Get a New York Business License
This won’t come as a shocker: New York has a ton of weird regulations. There’s no general business license required to do business in New York State, but depending on what kind of business you’ll be doing, you may need to apply for a license or permit at the city and state level.
New York City LLCs can use the New York City questionnaire to generate a customized list of requirements on the city, state, and federal level. Outside of NYC, you can use this state questionnaire. You can also call up your county clerk and ask.
Pay the New York LLC Tax
You know what they say – death and taxes, etc.
By default, a New York LLC is taxed as a “disregarded entity.” This means that members report profits on their personal income tax returns.
New York LLCs also have to pay an annual filing fee to the Department of Taxation and Finance (DTF). The rate changes based on the gross income of your LLC. For LLCs making less than $100,000 a year, the rate is $25.
To pay, you’ll file Form IT-204-LL with the DTF by the 15th of the third month following the end of your tax year. So if your tax year ends December 30th, you’ll need to pay your annual fee by March 15th.
File your NY Biennial Statement
If you just opened your LLC, you don’t have to worry about filing a NY biennial statement for two years.
But what is time, anyways? Might as well be prepared now. The biennial statement is due by the end of the month when you formed. So if you filed New York Articles of Organization on March 7th, 2020, your biennial statement will be due by March 31st, 2020. If you forget to file, your New York LLC will fall out of good standing.
When you hire New York Registered Agent, we’ll send you automatic reminders to file your New York biennial statement. You can also hire us to file your biennial report for you.
NYRA’S SUCKER-FREE LLC FORMATION PACKAGE
We’re not trying to sucker you into anything – that’s why we provide a free guide below to forming a New York LLC. We know that you can do it yourself. All it takes is time and, unless you’re a whiz at legal stuff, some frustration. We keep that in mind in our pricing. We only charge one transparent fee. It’s a flat rate that never changes, and this is exactly where it goes:
|New York State Filing Fee||$200|
|Our LLC Formation Service Fee||$100|
|One Year Registered Agent Service||$49|
Don’t let some giant corporation rope you into signing up for a registered agent service with hidden fees that keep piling up. And don’t overpay on the publication requirement. Apart from the New York state filing fees, we’re really only charging you $149. That gets you:
- 1 day LLC formation (holiday/weekend orders processed following business day)
- 1 year of New York Registered Agent Service (including use of Albany address)
- A customized operating agreement
- Membership certificates
- Initial resolutions
- Publication templates to send to the Albany newspapers
- Online account to monitor, track, and receive legal mail and business documents
- New York LLC biennial statement reminders
- Client support (call us! an actual person will answer the phone and help you)
We love seeing the underdog become the big dog. So get out there and make it happen.