New York LLCs

There are three ways to form your Limited Liability Company in New York:

1. Hire a lawyer to do the job for you (a very expensive option)
2. Walk in to the State Department office and do it by yourself
3. Use a professional incorporation company, like Active Filings

If you want to form a NY Corporation instead, please click here.

NY Articles of Organization Requirements

Corporate Name Requirements

The name of an LLC must include the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.” The name of the LLC must be distinguishable from the names of other LLC’s, corporations or limited partnerships on file with the Department of State. Section 204 of the Limited Liability Company Law contains a list of words and phrases that are prohibited in the name of an LLC. The use these enumerated words and abbreviations including banking, insurance and various professions is prohibited or restricted.

Active Filings will check the proposed name and make sure it is in compliance with the NY LLC Law before submitting the Articles of Organization to the state.

Member’s Information

Officer Information

Designation for Service of Process
The LLC must designate the Secretary of State as its agent for service of process. Provide an address to which the Secretary of State may mail a copy of any process received. “Process” means the papers that acquire jurisdiction of the LLC in a legal action. To avoid a default judgment, the LLC should keep the address current by filing its Biennial Statement or a Certificate of Change, as appropriate.

Franchise Tax Rate

The Franchise tax rate is based on two factors:

• First, the tax is based on the highest of: (a) 9% of entire net income allocated to New York, , or (b) 1.78 mills (or .00178) of business investment capital allocated to New York (with a maximum of $350,000), or (c) 3.5% of minimum taxable income allocated to New York or (d) fixed dollar amount of: $1,500 (if the corporation has a gross payroll of $6,250,000 or more); $425 (if the gross payroll is less than $6,250,000 but more than $1,000,000); $325 (if the gross payroll is not more than $ 1,000,000); $800 (if the gross payroll is $1,000 or less with total receipts of $1,000 or less and average value of gross assets is $1,000 or less);
• Second: added subsidiary tax of 0.9 mill per $1 of subsidiary capital.

For more information on taxes, visit www.tax.state.ny.us

LLC Publication Requirement in New York

In New York, all LLCs are required to publish a notice of formation in two newspapers, once each week, for six consecutive weeks. Limited liability entities that are formed or authorized to do business in New York after June 1, 2006, which fail to comply with the publication requirements within 120 days after their formation or qualification will have their authority to carry on, conduct or transact any business suspended.

The publication is made at the county level in two newspapers as assigned by the local county recorder (one newspaper must be “printed daily” and the other “printed weekly).

The cost of this requirement varies greatly based upon the county where the business is located. In New York County, the publication costs will be higher than in the rest of the state. The reason Active Filings does not perform the publication requirement in New York is because of the great difference in price from county to county. To comply with this requirement, please contact your local county recorder’s office and they will assign the newspapers.

Effective June 1, 2006, all Affidavits of Publication submitted to the Department of State for filing must include a Certificate of Publication. The two Affidavits of Publication of the newspapers must be attached to the Certificate of Publication. For more information about publishing requirements please visit the Department of State web site at: http://www.dos.state.ny.us/corp/newlegislation2006.html

Cost of Incorporating in New York

New York Limited Liability Company

Learn More About NY Filings

Requirements to Form a Corporation in New York