Last Updated on February 4, 2022
Cost to Form an LLC in New York
To form a Limited Liability Company in New York, file the Articles of Organization with the New York Division of Corporations. The LLC filing fee is $200.
Approval for the LLC typically takes between 1-2 weeks for mailed-in filing or just a few minutes when filing online.
If you have questions, contact the New York Division of Corporations at 518-473-2492.
Steps to Form a New York LLC
The steps for filing online or by mail are largely the same. The screenshots show how to file online. To file by mail, download the New York LLC Articles of Organization (Form DOS-1336-f).
Licensed occupations such as accountants, attorneys, podiatrists, physical therapists, psychologists, veterinarians, acupuncturists, etc. have the option of filing for a Professional Limited Liability Company (sometimes referred to as a Professional LLC or PLLC) instead. The formation of a PLLC is very similar to the LLC.
Step 1: Get Started
- Begin by visiting the New York Division of Corporation’s website.
- Click on “Domestic Corporation (For-Profit) and Domestic Limited Liability Company”
- Next, select “Articles of Organization for a Domestic Limited Liability Company.” There is a note that this entity is not for professional service Limited Liability Companies.
Step 2: Name the LLC
Enter the name you want for the LLC. The LLC’s name also has to differ from other entity names registered with the Division of Corporations. Check on LLC name availability in New York before filing to be sure the one you want is available.
Additionally, the name of the LLC must include one of the following phrase or abbreviations at the end of the business name:
- Limited Liability Company
Step 3: Opening Statement
This is an optional section where the filer states, ” THE UNDERSIGNED, being a natural person of at least eighteen (18) years of age, and acting as the organizer of the limited liability company hereby being formed under Section 203 of the Limited Liability Company Law of the State of New York certifies that:”
This just says the filer agrees the rest of the information in the Articles of Organization are true.
Step 4: Name
The LLC’s name is being requested again to verify the name you are choosing. This section must match the one previously entered in Step 2.
If any part of the name has a foreign word, enter the English translation in the next field.
Step 5: Purposes
This is an optional statement you can agree to or not that says the LLC is being formed “To engage in any lawful act or activity within the purposes for which limited liability companies may be organized pursuant to Limited Liability Company Law provided that the limited liability company is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained.”
Check the box if it applies or not and proceed.
Step 6: County
Select the county where the primary office of the LLC will be located from the drop-down menu.
Step 7: Service of Process
In this section, enter the mailing address where the Department of State should send notices of lawsuits.
This address does not have to be in New York, but it does have to be in the continental United States.
Some filers use a third-party service company to receive these types of notices on their behalf. These services must already be registered with the Secretary of State, and if you select “Select a Service Company,” a drop-down list with approved companies will appear for you to select from.
Most fliers will enter the location information for the LLC.
Step 8: Registered Agent
To have an LLC in New York, there must be a person or service with a physical presence in the state. If it applies, select the “Check if Applicable box.”
If one of the members (owners) will have that presence, this section can be skipped. Otherwise, a Registered Agent must be identified. If it is an individual, select the “enter Registered Agent Information” bubble and enter their information. If the agent is a service, click on the “select a Registered Agent Company” bubble. Once you do this, a list of services that are registered with the state appears, and you can select from one of those. Be sure you have already signed up with their service before selecting.
Step 9: Management Structure
This is another optional section asking how the entity is managed. If it applies, select the “Check if Applicable box.”
If the LLC is managed by members, it is considered a Member-Managed LLC, where the members (typically owners) have an active involvement in the management of the LLC.
If the LLC is managed by a manager, it is considered a Manager-Managed LLC, where the members hire a manager to run the LLC, similar to a CEO of a corporation.
Most LLCs are member-managed.
Step 10: Effective Date
The effective date section is optional.
You can choose to elect to have the LLC start immediately upon the filing of the Articles of Organization (which will happen without doing anything). If you want the LLC to start on a date up to 60 days in the future, select the “Check if Applicable box” and enter a date.
The main reason for delaying the LLC start date is when the filing is being done close to the end of a calendar year, and the business isn’t going to have any activity until the start of the following year. By delaying until the following year, they will reduce the number of end of year filings.
Step 11: Dissolution Date
This section is optional and provides the ability to set a date to close the LLC. Most LLCs will choose a perpetual existence (which is the default choice); however, some businesses (usually investment-related) will have a specific closure date.
To include this statement in your Articles, select the “Check if Applicable box” and the appropriate information.
Step 12: Liability Statement
This optional statement is an indemnification clause that says, “The limited liability company shall defend, indemnify and hold harmless all members, managers, and former members and managers of the limited liability company against expenses (including attorney’s fees, judgments, fines, and amounts paid in settlement) incurred in connection with any claims, causes of action, demands, damages, liabilities of the limited liability company, and any pending or threatened action, suit, or proceeding. Such indemnification shall be made to the fullest extent permitted by the laws of the State of New York, provided that such acts or omissions which gives rise to the cause of action or proceedings occurred while the Member or Manager was in performance of his or her duties for the limited liability company and was not as a result of his or her fraud, gross negligence, willful misconduct or a wrongful taking. The indemnification provided herein shall inure to the benefit of successors, assigns, heirs, executors, and the administrators of any such person.”
Basically, it says the LLC will protect the members and managers of the LLC from the operations of the business, provided those members and managers weren’t negligent in their duties and hold them harmless should there be a lawsuit.
Step 13: Organizer Information
An LLC Organizer is someone involved with the formation of the Articles of Organization. The Organizer may or may not become a member, such as a mentor, attorney, or accountant, but any of the initial members could be listed as organizers.
Step 14: Signature
Have an organizer of the LLC sign and enter their title, such as Member or Manager. Here this person is stating the information in the Articles of Organization is correct.
Step 15: Filer
Have the filer sign and provide their contact information. The filer is most likely going to be the organizer that just signed their name.
Click on “Continue” to proceed.
Step 16: Review
Review that all of the information is correct. If there are no corrections, click “Continue.”
Step 17: Pay and File
You can optionally add the Federal Employment Identification Number (FEIN). While not required to file the Articles of Organization, you will eventually need one.
If mailing send the Articles of Organization to:
Department of State, Division of Corporations, State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
Pay and file the Articles of Organization.