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 registered New York business entity, such as a New York Corporation or LLP.  The LLC 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.

The name of a New York LLC must include the word "LLC" or "Limited Liability Company" or an abbreviation of one of these words.

It's important to choose a good name for your New York LLC because if you want to change it after you Form a LLC in New York you will have to file amended Articles of Organization with the New York Secretary of State (and pay a fee).

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" or "Agent for Service of Process".  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 or to provide a distinct level of privacy.

The owners of a New York LLC are called Members - not Partners or Shareholders.  (a New York Limited Liability Company does 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.

The IRS does not recognize a Limited Liability Company 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.

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.

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 a 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 a FEIN 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.

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:


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.

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 for your New York Limited Liability Company.  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.

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 owner's 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.

The New York Department of State does not have initial report requirements for New York LLCs.

Each New York LLC is required to file a Biennial Statement every two years with the New York Department of State.

The filing period for a NY Limited Liability Company is the calendar month in which the New York Department of State approved the Articles of Organization of the New York LLC.

For example, if you organized on July15, then your biennial report is due every two years by July 31.

There are no late fees if a New York LLC does not file its Biennial Statement on time with the New York Department of State.