How To Form An LLC In New York
Victoria Pappas Law Student, Cardozo School of Law
But you should fill out some legal paperwork first, to protect yourself in case the business doesn't work out for one reason or another.
Most small businesses are Limited Liability Companies (LLC).
An LLC is an unincorporated business with at least one or more persons. The people in the LLC have limited liability for the contractual obligations and other liabilities of the business.
This means that only the money invested into the company will be put at risk if the company fails or owes money; private or personal assets will not be at risk. So an LLC will protect your personal stuff, like your house or car, from debt collectors.
Each state has their own guidelines for forming an LLC. Here are the rules for forming an LLC in New York.
1. Decide if you want a lawyer's help.
You don't need a lawyer to form an LLC in New York. But lawyers can save you a lot of time and energy.
Lawyers also are less likely to make mistakes on paperwork, which will prevent a lot of future headaches.
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2. Pick a name and search its availability.
An important aspect of your business is its name. Your business name must include the phrase “Limited Liability Company” or an abbreviation of the phrase such as LLC or L.L.C.
Although this is not required, it is a good idea to conduct a name search. If the name of your LLC is the same or too similar to another LLC, corporation, or limited partnership then you will not be allowed to establish your business.
The name of the LLC must be “must be distinguishable from the names of other LLC’s, corporations or limited partnerships on file with the Department of State.” In addition, it cannot include restricted words or phrases. Click here for a list of these restrictions.
You can search the names on your own, by visiting this website. If you are planning to create a website for your business, use this website to search for domain names that are taken already.
You can also request a name search with the New York State (NYS) Department of State. You must submit the request in writing and pay a $5.00 search fee for each name submitted. Send the written request to:
Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
If the name you want for your LLC is available, you can reserve it while figuring out and finalizing the rest of your business plans. You can reserve the name for 60 days by filing an “Application for Reservation of Name" with the NYS Department of State. The filing fee is $20.00.
This form is linked above or can be found on the NYS Department of State website. Click here to find a list of potential documents you may need in forming an LLC.
You can pay fees with:
- personal check made payable to the “Department of State”
- postal money order
- credit card (MasterCard, Visa, and American Express)
In order to form an LLC you must file Articles of Organization. Forms can be found here or by going to the NYS Department of State website.
You can mail the form or deliver it in person to:
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.
You can fax the form, along with the credit card authorization form (linked below) to: (518) 474-1418.
You can also apply online. You will need to sign in or create an NY.gov account. After you apply you can check the status of your application once you have an account as well.
In order to apply you will need your business information, such as the legal name, address etc. You will also need to pay a $200 filing fee by cash, check, money order, or credit card (Mastercard, Visa, or American Express).
Checks and money orders should be made payable to the “Department of State.” Do not send cash through the mail. If you want to pay by credit/debit card, fill out the Credit Card/Debit Card Authorization Form.
Here are additional instructions for filling out the form, provided by the NYS Department of State:
All entries and signatures should be typewritten or in black ink on white paper. Avoid dark paper, small or light type, outline or condensed fonts, colored inks, etc.
- County Location
- Designation for Service of Process
- $25.00 per document for processing within 24 hours
- $75.00 per document for processing within the same day, or
- $150.00 per document for processing within 2 hours.
4. Make sure you meet LLC Publication Requirements
Section 206 of the Limited Liability Company Law requires a copy of the Articles of Organization or a notice related to the formation of most limited liability companies to be published in two newspapers for six consecutive weeks.
The county clerk for the county in which the LLC is located decides which newspapers the publications will be in. Click here for more information publication.
A Certificate of Publication, affidavits of publication of the newspapers, and a $50 filing fee must be sent to the Department of State. If you do not publish and send this certificate within 120 days will suspend the LLC’s ability to carry on or conduct business in New York.
5. Other stuff to know
LLC’s must file a Biennial Statement every two years with the NYS Department of State, with a $9 filing fee. You can do this online at the NYS Department of State Website
LLC’s must conduct activities under their true legal of “real” name. If an LLC wants to conduct activities under another name, a “Certificate of Assumed Name” must be filed with the NYS Department of State. The filing fee is $25.
What did we tell you? It's not so easy to form an LLC. But if you want to protect yourself, you will. And one of our lawyers can make the whole process easier.
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