How to Form an LLC in New York

Co-authored by Clinton M. Sandvick, JD, PhD

Last Updated: January 31, 2023 References

If you are a business owner, forming a limited liability company (LLC) will provide some protection against personal liability for company debt. This means that if the company owes money, goes bankrupt, or faces a lawsuit, only the assets of the business will be at risk, rather than the personal assets of the owners.^{[1]
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Research source} The requirements for forming an LLC vary by state; therefore, if you desire to form an LLC in the state of New York, you will need to understand the specific requirements of New York law.

Part 1

Part 1 of 4:

Choosing a Name for your Business

1
Think about an appropriate name. Before you can form your LLC, you will need to choose an available name for your business. Think of something that is catchy, but also describes your business well.
- Be aware that certain words require special paperwork. Certain words, such as “bank” and licensed individuals who want their name to be a part of the title, such as “doctor” require additional paperwork.^{[2]
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- Words that might cause your business to be confused with a government entity such as “FBI”, “Secret Service”, etc. are prohibited, and may not be included in your business name.^{[3]
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When forming an LLC, you must include “Limited Liability Company”, “L.L.C”, or “LLC” in the business name.^{[4]
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3
Find out if your chosen name is available. You can check to see by going to the New York Department of State website. Search for your desired business name to make sure it is not already taken.
- If you find that the name is already taken, you will have to choose a different one.
- Be aware that the online website may not include every name, and should not be used as an official determination of whether or not a name is available. However, it is a good place to start.^{[5]
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4
Send a written request to the Department of State. To get an official determination of whether your desired name/s is/are available, you will need to send a written notice to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.^{[6]
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- In the letter, you should state clearly that you want to find out whether or not a certain name is available. Include the name/s in the letter.
- Include $5 for each name you want to have checked. This is the standard fee for finding out this information.
If you receive a response stating that your desired name is available, you will want to make a copy of this response. Although it is not mandatory, it is good to include a copy of this response when you file for your LLC.^{[7]
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Part 2

Part 2 of 4:

Filing the Articles of Organization

In order to file for your LLC, you will need to provide information about your business. This includes information such as the name of your organization, the county where the LLC will be located, an address where pertinent information should be mailed, as well as information about the person submitting the articles.
2
FIll out the form. In order to make it simpler for you, the New York Department of State has created a form you can use to file your articles of organization.
- The form must be printed in black ink.
- You are not required to use this form, however. You can use your own form or a different template, if you wish.
3
Mail your form. You will need to mail the articles of organization, along with the response letter from the name search (not required, but recommended), and a $200 filing fee. The address where you should mail the form is: New York State Department of State, Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Avenue, Albany, New York 12231.^{[8]
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- The filing fee can be paid with cash, check, money orders, or credit cards. Checks and money orders should be made out to: “Department of State”. If you want to pay in cash, you must bring the form to the Department of State office, if you want to pay with credit card, you must fill out the Credit/Debit Authorization Form, print it, and send it with the articles of organization.^{[9]
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- You may also drop the form off in person at: New York State Department of State, Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Avenue, Albany, New York 12231.^{[10]
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- You may also fax the forms to: (518) 474-1418.^{[11]
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4
Wait for your filing receipt. The Department of State will provide you with a receipt stating the name of the business, the date it was filed, the information provided in the Articles of Organization, as well as an invoice for fees paid. Do not lose this! They will not issue another one if it is lost. You should keep this receipt for your records.^{[12]
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- To be safe, you can scan a copy of the receipt into your computer. However, be sure to still keep the original receipt in a safe place.
- The receipt will be mailed to you via first class mail using the United States Postal Service. However, to be on the safe side, you can also include a prepaid shipping label with your initial forms, if you prefer overnight delivery.^{[13]
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Part 3

Part 3 of 4:

Announcing Your Business

1
Find two local newspapers in which to publish an announcement of your business. In the state of New York, you are required to officially announce your business in the same county in which the business will be located.
- This must be done within 120 days of your Articles of Organization going into effect.^{[14]
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2
Publish your Articles of Organization. In each newspaper you choose, you will provide the publisher with a copy of your Articles of Organization, which will be published.^{[15]
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- If you prefer, you can also choose to submit a simple notice of the LLC’s formation.
After the newspapers have published your notice, they will send you an affidavit confirming that the notice has been published.^{[16]
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You must fill out this certificate of publication, which will be sent together with the publication affidavits.
5
Mail your documents. Send both affidavits and your certificate of publication to: New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.^{[17]
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Research source} The filing fee for this is $50.
- The filing fee can be paid with cash, check, money orders, or credit cards. Checks and money orders should be made out to: “Department of State”. If you want to pay in cash, you must bring the form to the Department of State office, if you want to pay with credit card, you must fill out the Credit/Debit Authorization Form, print it, and send it with the articles of organization.^{[18]
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Part 4

Part 4 of 4:

Creating an Operating Agreement

This document makes it possible for all owners to establish and outline the guidelines under which the LLC will operate. This agreement is mandatory in the state of New York.^{[19]
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Ensure that all the necessary information is included in your agreement. There is a lot of information to cover in your agreement. In order for New York courts to respect your LLC’s rights, you must have this document. Some of the main things you should include are:
- Percentage of ownership. This depends on whether there is only one owner or many. However, it should be clearly stated what percentage of the company is owned by whom.
- Responsibilities and rights of each member of the LLC.
- How decisions are made in the LLC (e.g. voting powers).
- Allocation of profit as well as losses. It should be clear how profit and losses will be distributed and taken from members of the LLC.
- Management of the LLC. A clear outline of how and who will be managing the LLC.
- Governance rules. For example, when meetings will be held, how voting will commence, etc.
- Buy-outs, selling, etc. A clear outline of how a person can leave the company if he wishes to, or is no longer able to function in the company (e.g. through death or disablement.)^{[20]
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While you do not need to submit this document to the Department of state, you must have a copy of it available.^{[21]
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Warnings

It is recommended that you create an LLC under the guidance of an attorney, particularly with regard to creating a valid operating agreement.

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Depending on the purpose of your business, you may need to acquire specific licenses and/or permits to conduct your business legally.

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You must be at least 18 years old to form an LLC.

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