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PCF makes it fast, easy and cost-efficient to Form a LLC in New York
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AND keep up with recurring New York LLC requirements
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PCF has helped thousands of businesses successfully form a LLC Online
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Choose PCF to help you form your New York LLC and we will notify you each year well in advance of the due date for
any required New York LLC reporting requirements
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If you're ready to form a New York LLC online now
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Check our New York LLC options and prices
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If you need more information about forming a New York LLC online, the information below may help you understand the requirements and implications of
forming a LLC in New York.
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Do I need a lawyer to form a New York Limited Liability Company (LLC)
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The short answer is no.
The state of New York does not legally require a lawyer to form a
New York LLC.
Our detailed LLC Information page may help you understand some
of the implications of forming a New York LLC.
However, if there is anything about forming an LLC in New York
that you're not sure about you should seek the advice of a competent New York lawyer, a New York accountant,
or both before you form a LLC in New York.
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Once you have made the decision to form a LLC in New York, a New York lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new New York LLC.
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Put the money you save with PCF right where it belongs
into your new New York LLC
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a New York Limited Liability Company (LLC)
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1. Choose a name for your New York LLC
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- PCF will check to make sure that your New York LLC name is available, conforms to state of New York LLC naming
regulations, and will reserve the LLC name with the New York Secretary of State.
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Your New York LLC name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the New York LLC name that you choose must be distinguishable from the name of any other registered New York LLC or other
business entity and the name must also be different from any reserved names on record with the state of New York.
Your New York LLC name must not imply that it was formed for a purpose other than that stated in your
Articles of Organization and your New York LLC name must not be a name that is likely to mislead the public.
Your New York LLC name must contain, as the last words of the name, "Limited Liability Company" or the abbreviation
"L.L.C." or "LLC".
The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."
It's important to choose a good name for your New York LLC because if you want to change it after you form your New York LLC you
will have to file amended Articles of Organization with the New York Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your New York LLC
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- PCF can act as the official Registered Agent for your New York LLC.
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Every New York LLC must have an address that is physically located in the state of New York.
This address is "registered" with the New York Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of New York to receive all correspondence on behalf of the New York
LLC is called a "Registered Agent".
You may act as your own Registered Agent, however, many New York LLCs hire a Registered Agent because they don't have a physical
address within the state of New York.
Some New York LLCs hire an outside Registered Agent to provide a distinct level of privacy.
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3. Determine who will be Members and who will Manage your New York LLC
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- PCF will include Guidelines for Managers in your New York LLC documents.
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The owners of a New York LLC are called Members - not partners or shareholders.
(New York LLCs do not issue stock).
Members make all business decisions and realize the financial benefits generated by the New York LLC.
Division of ownership and distribution of profits are decided by private agreement among the members.
Each New York LLC must have at least one member.
Members need not live in the state of New York or be citizens of the United States.
Managers are responsible for the day to day operation of the New York LLC.
Members elect or appoint Managers and have the power to remove them.
Managers may or may not be Members of the New York LLC.
Management for your New York LLC may be defined in your Articles of Organization or, more commonly, in an Operating Agreement.
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4. Determine how you want to be taxed
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The IRS does not recognize an LLC as a classification for federal tax purposes.
New York LLC members can elect for the IRS to tax the LLC as a sole proprietorship, partnership, C Corporation, or S Corporation.
This decision may be made after the New York LLC is created.
If a single member New York LLC does not declare a tax classification it is taxed the same as a sole
proprietorship.
A multiple member New York LLC that does not declare a tax classification is taxed as a general partnership.
More specific federal LLC tax information can be found at the
IRS web site.
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| The New York Corporate Income Tax Rate is 7.1%. For New York Corporate Tax Information click here. |
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5. File Articles of Organization with the New York Secretary of State
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- PCF can draft Articles of Organization that are specific to your New York business and file them with the New York Secretary of State.
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A New York Limited Liability Company is a type of business that is authorized by the state of New York - not by the federal government.
In order to form a LLC in New York you must file Articles of Organization with the New York Secretary of State.
The Articles of Organization must include certain specific information about your New York LLC.
If the Articles do not conform exactly to state of New York requirements they will be rejected.
You may subsequently amend the Articles of Organization for your New York LLC but you will have to pay a fee to the state of
New York in order to make the changes official.
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6. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your New York LLC.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your New York LLC.
All New York LLCs electing to be taxed as a C-Corporation or S-Corporation are required to have an FEIN.
If you do not elect to have your New York LLC taxed as a Corporation you may still need to get a FEIN if it is composed of multiple members or
if you plan to have employees.
If you plan to form a single-member New York LLC you may not need a separate FEIN for the LLC if you have no employees.
The sole member of a single member New York LLC may be able to use his or her Social Security Number instead of applying for an FEIN.
You may request an EIN for your New York LLC for banking or state tax purposes, but an FEIN may not be required for federal tax purposes depending
on your business circumstances.
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What do I have to do after I form my New York LLC
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1. Conduct an Organizational Meeting and adopt an Operating Agreement
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- PCF can draft an initial Operating Agreement for your New York LLC that is based on your specific New York
business requirements.
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An Operating Agreement defines the rules by which your New York LLC will operate.
It is the core document that is referred to when issues concerning your LLC need to be resolved.
Operating Agreements may include requirements for almost anything that involves the management and operation of your New York LLC.
By having an Operating Agreement all Members will be provided with a clear set of rules they have agreed upon thus reducing the likelihood of
disagreement in the future.
Items commonly included in an Operating Agreement for a New York LLC:
- Rights and duties of Members
- Member contributions
- Record keeping and reporting requirements
- Distribution of profits
- Allocation of losses
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- Management duties
- Meeting requirements
- Voting requirements
- Admission and termination of Members
- Dissolution procedures
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Although an Operating Agreement is not required in the state of New York, if you plan to form a multiple member New York LLC
it is highly advisable to have one.
Having an Operating Agreement will save you a lot of time and money should conflict arise down the line.
As your New York LLC grows over time, you may amend your Operating Agreement as necessary.
When your New York LLC has an Operating Agreement your business will be governed by your own rules and not some canned business rules created by
the state of New York.
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2. Open a Business Bank Account in New York
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It's very important that you have a separate business bank account for your New York LLC.
Mixing personal and business funds may get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
In most cases you will need a FEIN, a copy of your New York LLC Articles of Organization, and a resolution identifying authorized signers
if those names are not listed in the Articles.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a New York LLC doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A New York LLC merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your New York LLC you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your New York LLC vary depending on your business activities
and the specific locations within the state of New York in which you want to conduct business.
If your New York LLC will be selling products in New York you may be required to obtain a Reseller's Permit from the appropriate
New York state agency.
If your New York LLC will be selling products in New York you will also be responsible for all applicable local and state of New York
sales taxes if there are any.
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4. File the required New York LLC reports
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Each New York LLC must file a Biennial Report with the New York Secretary of State.
The New York Biennial Report includes basic information about your New York LLC.
Failure to submit a properly completed New York Biennial Report to the New York Secretary of State on or before the
due date may subject the New York LLC to being administratively dissolved in the state of New York or having its authority to
transact business in the state of New York revoked by the New York Secretary of State.
Penalties may accrue if you fail to file any New York LLC Biennial Report to the New York Secretary of State
by the due date.
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5. Keep proper records of your New York LLC on file
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Keep the following records on file and available at the principal business office of your New York LLC:
- Names and addresses of all Members and Officers of the New York LLC
- Articles of Organization for the New York LLC and any Amendments to them
- Copies of all tax returns and reports for the New York LLC for the last 3 years
- If the New York LLC has an Operating Agreement, a copy of the Operating Agreement and any Amendments
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New York Foreign LLC Qualification
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You want to do business in the state of New York but are registered as a Domestic Corporation or LLC in another state.
In order to legally conduct business in the state of New York you must register with the New York Secretary of State as
a New York Foreign Corporation or LLC.
The process of registering as a Foreign Corporation or LLC in the state of New York is called New York Foreign Qualification.
The process of New York Corporation or LLC Foreign Qualification is similar to the process of forming a Domestic Corporation or LLC in the state of New York.
Your original formation documents and Corporate Bylaws, or Operating Agreement for LLCs, apply to your New York Foreign Corporation or LLC.
The Board of Directors and Officers of your Domestic Corporation, or Members and Managers in the case of LLC, have the same roles in the New York Foreign Corporation or LLC.
For specific requirements to qualify as a Foreign LLC in the state of New York click here.
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