Start your NY LLC without the hassle. We鈥檒l take you through every step, so you can open your business worry-free.
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When you鈥檙e starting a business and choosing a business structure, forming an LLC (limited liability company) is one of the alternatives to consider. Establishing your business as an LLC provides credibility and certain legal protections, regardless of what state you file in.
However, registering an LLC in New York comes with some additional documentation and higher fees than other states require. For many business owners based here, though, filing for LLC in NY still makes the most sense. Not having to worry about inter-state paperwork keeps the process of filing and maintaining your business鈥檚 status simple.
This is a step-by-step guide on how to open an LLC in New York, along with state-specific details that will help ensure your filing process goes smoothly.
Below, you’ll find a detailed explanation to walk you through each step.
You begin by choosing a name for your limited liability company. Whether you already have a business name or are starting a new venture, the name has to comply with some basic restrictions.
All LLC business names in New York must meet the following stipulations:
The NY Department of State (DOS) has names in New York. A of all names is also available.
Of course, your business name should also be highly visible online, so you think about your domain name and take it into consideration if relevant. Many web domain hosts offer convenient URL searches, which make it easy to confirm that a URL of your business鈥檚 name or a derivation is available.
Your chosen business name will be officially registered with the state when you file Articles of Organization (see Step 3 below). Because these articles are needed to reserve and register your chosen name, don鈥檛 wait too long between settling on a name and registering the business under it.
However, if you鈥檙e not ready to file yet for some reason, you can reserve your chosen business name in the state of New York for 60 days. You鈥檒l need to submit and pay a $20 fee.
An , commonly referred to as a DBA (doing business as), allows your business to advertise and operate under a different name than its official name. Assumed names for LLCs in NY are filed with the Department of State.
The fees associated with filing for an assumed name are $25 for filing the Certificate of Assumed Name, and $10 for each certified copy of the document. If needed, rush fees are $25 for 24-hour processing, $75 for same-day processing, and $150 for 2-hour processing.
To register your assumed name, you鈥檒l need to submit a with Albany.听Filing options for the certificate include:
Currently, there isn鈥檛 an online option for filing the certificate.
Business names in New York can also be trademarked with the Department of State, and doing so provides additional protection against another business owner registering a similar name. You may also trademark an abbreviation of the name in some cases. The fee is $50 for each classification claimed, and the trademark lasts for 10 years if approved.听
To register a trademark for your limited liability company, file an Original Application to Register a Trademark () with the DOS. The form must be accompanied by three specimens (examples) of the trademark being used in the real world, although the actual goods that the specimens are used on shouldn鈥檛 be sent in.
The application should be mailed to the following address: New York Department of State, State Records, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Note that this address is different from the one used for assumed name applications.
Aside from filing a state trademark, it may also be advisable to file a federal trademark if your business operates outside of New York or has expansion plans. Federal applications are filed with the United States Patent and Trademark Office.
A registered agent acts as the primary legal contact for an LLC. The registered agent receives notice of any legal action against the business and may receive other communications from the state, such as formation documents, service of process information, and tax documents.
Unless another entity is specified, the Secretary of State acts as the default . In addition, you can designate as a registered agent :
Designating yourself or someone else can be the cheapest choice if publication costs aren鈥檛 high in your county. In that case, you must personally handle any legal communications that are sent to your business.
A registered agent service can manage all of a registered agent鈥檚 responsibilities on behalf of an LLC. Business owners choose registered agent services for two main reasons: privacy and publication cost savings (read more on this below).
The next step after appointing your registered agent will be to file the articles of organization in NY.
The Articles of Organization is a legal document that establishes your LLC with the state of New York. All NY LLCs are required to file articles of organization, .
You will need to fill out the and file as detailed below:
To actually file articles of organization, submit Articles of Organization (Form DOS-1336-f) to the Department of State. The articles can be submitted by:
The publication process for NY LLCs
The costs of the publication requirements
Publication costs vary greatly around the state. Newspapers in some rural counties may charge $100 or less for a 6-week notice run, while Manhattan-based papers might charge $2,000 or more for the same amount of time. Businesses that will be located in New York City and those using a registered agent, may be permitted to publish a notice in a different, cheaper county.
The fee for filing a Certificate of Publication is $50, paid to the state.
The purpose of an operating agreement is to legally outline an LLC’s ownership structure and operations. Creating a comprehensive operating agreement not only clearly defines rights and responsibilities at the outset, but can also lessen the risk of conflict in the future.
A well-composed operating agreement will cover the LLC鈥檚 organization, management, voting, contributions, distributions, dissolution, and making changes in stakeholders. Other details may be included as well (the Department of State doesn鈥檛 specify what must be included in an agreement),
Is an operating agreement a must?鈥�
New York is one of the few states that requires all LLCs to have an operating agreement, but the agreement does not need to be sent to the state, and it can be signed before, at the time of, or within 90 days after the filing of the Articles of Organization.
That being said, the issue is somewhat muddled within state law. The requirement for an operating agreement is clearly found in New York Consolidated Laws鈥� Section 417(a), but the Department of State notes that the law is silent on what (if any) consequences follow for LLCs that fail to draft an agreement.
Regardless of consequences, you should draft an operating agreement because it鈥檚 technically required and especially because it鈥檚 considered a best practice. The agreement can be written or verbal, and it鈥檚 an internal document that鈥檚 meant to help define your LLC.
The IRS requires all LLCs to file for an Employer Identification Number (EIN), regardless of what state the business files in. Sometimes an EIN is referred to as a federal employment identification number (FEIN) or a federal tax identification number (FTIN).
An EIN is a nine-digit number that uniquely identifies a business for tax and other purposes. It鈥檚 necessary in order to file federal and state taxes, open business bank accounts, hire employees, and for some other actions. The number functions much like a corporate Social Security Number (SSN).
EIN applications are sent directly to the IRS, and are free to file. You can easily apply by either of the following:
Applying online is the fastest and most convenient method. A series of prompts will take you through the form鈥檚 questions, and you鈥檒l receive an EIN immediately after successfully finishing the prompts.
Once your limited liability company is set up, you鈥檒l need to comply with multiple of NY鈥檚 state tax requirements.
Unlike other business structures, LLCs generally don鈥檛 pay any taxes themselves. They might have to make remittance payments on taxes received from others, but income from the business is normally paid by the individual recipients of it.
How your LLC will be taxed
How you and other business owners are taxed depends on whether you elect to be taxed as an LLC or an S Corporation. The choice can have a dramatic impact on LLC owners鈥� tax bills in some cases:
Not paying FICA taxes results in a 7.65% savings on any distributions received. FICA taxes encompass a 6.2% Social Security tax and a 1.45% Medicare tax, both of which are assessed on gross wages.
In order to operate under S Corp tax status, you鈥檒l likely have to spend on bookkeeping, accounting, and payroll services. Therefore, your LLC will have to make a minimum amount of distributions in order to offset these additional costs. An accountant can help you calculate the minimum amount for your business鈥檚 particular situation.
The tax savings afforded by S Corp tax status apply to only federal FICA taxes, as states don鈥檛 charge these taxes.
Which forms will you have to file?
What tax forms your LLC must file depends on how it鈥檚 structured and its tax election:
As detailed above, you are required by law to create an operating agreement within 90 days after the filing of the Articles of Organization. However, you do not need to file the agreement with the state, just keep it within your records and business documents.
Depending on where your LLC operates and what industry it鈥檚 in, you might need to obtain licenses and/or permits. These can include anything from general local licenses that municipalities and counties issue, to specialized permissions such as building permits or a locksmith license.
An attorney and/or your local municipality can help identify any licenses or permits that your LLC might need.
This portion of our website is for informational purposes only. 91吃瓜 is not a law firm, and none of the information on this website constitutes or is intended to convey legal advice. All statements, opinions, recommendations, and conclusions are solely the expression of the author and provided on an as-is basis. Accordingly, 91吃瓜 is not responsible for the information and/or its accuracy or completeness.
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