Start a New York LLC for FREE^*

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In the state of New York, an LLC is defined as “an unincorporated organization of one or more persons having limited liability for the contractual obligations and other liabilities of the business” (34 § 102(m)). That means the owners of LLCs, also known as members, may have their personal assets safeguarded against the company’s debts or legal disputes, except in cases where owners may be personally liable under other laws.

LLCs are popular among business owners because they offer flexibility and simplicity in managing their operations. Owners have the option to decide whether the company will be managed by its members or by appointed managers. Additionally, compared to corporations, LLCs typically have fewer legal compliance requirements and a more straightforward operational structure. 

Finally, LLCs allow business owners to pay taxes for business income as part of their individual taxes, although LLC owners may elect to pay their business taxes as a separate entity, similar to how a corporation is taxed. This can give business owners more flexibility to choose the tax classification that is right for them as they grow and evolve their business.

LLCs can protect your personal assets against business debts and lawsuits in many cases, as long as you take careful steps to separate your business and personal affairs and maintain compliance.

Here are some common ways to separate your affairs and stay compliant:

• Take care to maintain separate bank accounts.
• Keep your personal and business assets separate.
• Keep records of your business matters.
• Formally document business decisions.
• Conduct business under your business name.
• Uphold LLC compliance requirements in New York, including:
  • Submitting a Biennial Report due during the LLC's anniversary month.
  • Holding an annual meeting of members.
  • Properly maintaining corporate records.

If you don't maintain your compliance obligations or fail to properly separate your business and personal matters, then you may be opening yourself up to personal liability for business activities or responsibilities.

You may want to register for an LLC in New York when:

• You own or want to start a business in New York, or want to expand an existing business into New York, and want to stay legally compliant. 
• You own or want to start a business, and want more flexibility on how you will manage the business or pay taxes than a corporation would provide.
• You want to protect your personal assets from potential liability resulting from business you conduct in the state of New York. 
• You own or want to start a business, and want to register in New York to open accounts, lease or buy property, secure funding, or hire employees.

There are a few steps required to start your LLC in New York, including:

• Find a unique name for your LLC. New York has a few requirements on business names, including a requirement to be unique. You can search the state of New York's database of business entities in the state to ensure your business' name is unique. Rocket Lawyer can also help you identify a unique name when you register your business.
• Provide a New York address that will be used as your official LLC address. The address that you list may either be your home, an office, or another physical location, but it cannot be a PO box.
• Appoint a registered agent. A registered agent is the person or company that serves as the contact point between the state and the LLC. The registered agent also receives official correspondence from other businesses. In many cases, you can act as your own registered agent if you have a business address in New York, but you may consider using a registered agent service if you are not located in New York or would like an extra layer of privacy. Rocket Lawyer can act as your registered agent or specify your registered agent when you register your LLC.
• File your Articles of Organization with the state of New York to register your LLC. Once you have a business name and registered agent identified, you can register your business as a New York LLC with the New York Division of Corporations, State Records, and Uniform Commercial Code by filing your Articles of Organization. Rocket Lawyer can assist you in filing your LLC's Articles of Organization with the New York Division of Corporations, State Records, and Uniform Commercial Code.
• Obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is crucial for tax filing, payroll management, employee payments, and opening a business bank account. Rocket Lawyer can assist you with securing your LLC's EIN in order to do these vital business tasks.
• Create your LLC Operating Agreement (Optional). In New York, it is optional to have an LLC Operating Agreement, which helps govern the ownership structure, member rights and responsibilities, and decision-making process of your LLC, among other things.

To start an LLC in New York, you must file a document called Articles of Organization with the state of New York. This document may be referred to informally as an LLC's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

In New York, you will need the following information to file your Articles of Organization:

• The name of the LLC.
• The county of the LLC's office.
• The LLC's mailing address.
• The name and address of the individual filing the articles.

In New York, there are a few fees that you may be charged when you choose to start your LLC. They include the following:

State fee: $230

Rocket Lawyer filing fee: $0 $99.99

• First filing FREE for RocketLegal+ members.
• Get additional filings HALF OFF with RocketLegal+.

Processing time: 3-5 business days

Note: The above state fees and processing times are provided as a summary and may encompass various fees mandated by your state or local authorities. If you have questions, speak to a Rocket Lawyer representative to understand the costs and processing times that apply to your specific filing.

Taxes for your LLC will depend on how you file and how much your LLC earns.

The default method for LLC taxes is called "pass-through taxes." This means that the profits and losses of the LLC are passed through to the individual members, who report them on their personal tax returns. The share of profits or losses each member receives and reports on their taxes is determined by the terms in the LLC's operating agreement. With pass-through taxes, the LLC itself does not file its own tax returns, and the owners only pay taxes on the business once. (Note: The term "pass-through taxes" is an informal term. Single-member LLCs are treated as a "disregarded entity" and taxed as a sole proprietorship, and LLCs with multiple members are treated as a partnership.)

With pass-through taxes, Social Security and Medicare taxes are not withheld from the members' paychecks, so they are responsible for paying these as "self-employment taxes" instead. In addition to Social Security and Medicare taxes, LLC members will need to pay taxes as a percent of their share of profits every quarter as estimated taxes. LLC members can also deduct business expenses and losses from their personal tax returns, which can significantly reduce the amount of profits reported to the IRS.

Alternatively, if the LLC members prefer not to utilize pass-through taxes, they have the option to elect for the LLC to be taxed as a corporation instead. This may be preferred when the corporate tax rate is lower. To elect a different tax classification, you need to file the necessary forms with the IRS.

If you do not want to tackle your LLC's taxes alone, our Rocket Tax services can help you by gathering some information about your business and then matching you with the right tax professional.

The state of New York requires that the names of all LLCs in the state:

• Must include the words "Limited Liability Company" or the abbreviation "LLC" or "L.L.C."
• Must not include any prohibited words or phrases.
• Are not too similar to existing LLCs in the state.

Rocket Lawyer can help you determine whether your business' name is eligible for registration in New York and may be able to help you reserve the name before you file your LLC.

Any LLC that does business in New York must register with the State of New York. New York does not outline any specific actions that constitute transacting business, however, these actions, among others, are not considered to be doing business in New York:

• Maintaining or defending any action or proceeding, whether judicial, administrative, arbitrative or otherwise or effecting settlement thereof or the settlement of claims or disputes.
• Holding meetings of its members or managers.
• Maintaining bank accounts.
• Maintaining offices or agencies only for the transfer, exchange and registration of its membership interests or appointing and maintaining depositaries with relation to its membership interests.

LLCs based in New York are called "domestic LLCs," and out-of-state LLCs are called "foreign LLCs." Foreign LLCs and domestic LLCs may have different filing and compliance requirements -- Rocket Lawyer can help you navigate foreign LLC registration, regardless of where you live.

If you are planning to conduct business in another state, you may need to register an LLC in that state. Rocket Lawyer can help you determine which states you should register in. 

Other states may have their own rules for taxing foreign LLCs that originate in New York or domestic LLCs that also operate in New York. Talk to an attorney to understand the tax requirements for the state(s) in which you plan to operate.

Yes, LLCs with only one owner can still register their business in New York. In this case, the LLC would be referred to as a single-member LLC (SMLLC), whereas if there is more than one owner, the LLC may be called a multi-member LLC. 

The main difference between single-member and multi-member LLCs lies in ownership structure and management. With a single-member LLC, you have full control over the business. In contrast, a multi-member LLC has multiple owners, each with a specific percentage of ownership as defined in the operating agreement. This means that in a multi-member LLC, owners share profits, losses, and tax responsibilities based on their ownership percentage.

However, many aspects of LLCs remain the same whether they are single-member or multi-member. Both types of LLCs default to pass-through taxation (though separate filing is an option), and owners can choose to manage the LLC themselves ("member managed") or hire designated managers to handle day-to-day operations ("manager managed").

An LLC is a structure establishing your business as an entity that can legally conduct business in the state(s) within which it is filed. Alternatively, an "Assumed Name" filing is a legal mechanism to specify another name under which you plan to do business. Assumed Names may also be called a "Fictitious Business Name" (or "FBN"), "Trade Name," or "Doing Business As" (or "DBA") and are commonly confused with sole proprietorships. While Assumed Names can help you specify a name for a business, they do not establish a legal business entity and also do not provide business owners with liability protection. In New York, filing an Assumed Name is required if your business is planning to operate under a different name than the one that is filed with your Articles of Organization.

If you have an existing company and would like to conduct business under a new or additional name, an Assumed Name will allow you to conduct business with the new name through your existing LLC, S-Corp, C-Corp, or Nonprofit. If you're not sure if you should form an LLC or file an Assumed Name, a Rocket Lawyer representative can help you understand the differences and take the next step.

After organizing an LLC in New York, the state requires you to:

• Establish a Registered Agent and Office: You'll need to have a Registered Agent and Office in New York. We can help with our Registered Agent Services.
• Hold a Meeting: You can opt out of holding meetings by customizing your Operating Agreement, but it is advisable to meet with your LLC's Members, have them approve the Operating Agreement, collect initial contributions, appoint the LLC's officers (if any), and address any other issues facing the LLC.
• Publish a Notice of Organization in a Local Newspaper: Publication is required once a week for six consecutive weeks in 2 newspapers in the county where the LLC's office is located. One of these newspapers must be printed weekly and the other must be printed daily.
• Receive a Certificate of Publication: This will need to be filed after you've met the above publication requirement.
• Create an Operating Agreement: New York requires companies to create an Operating Agreement. We can help you create your New York LLC Operating Agreement online.

An LLC is one of the easiest businesses to maintain. This is what you should keep in mind when looking to maintain your New York LLC:

• Biennial Statement: Due on the anniversary month of formation.
• Annual Meeting: Unless specified otherwise in the Operating Agreement, you'll need to hold an annual meeting of members.

The State of New York requires the following records to be kept at its registered office or principal place of business:

• If the limited liability company is managed by a manager or managers, a current list of the full name set forth in alphabetical order and last known mailing address of each such manager.
• A current list of the full name set forth in alphabetical order and last known mailing address of each member together with the contribution and the share of profits and losses of each member or information from which such share can be readily derived.
• A copy of the articles of organization and all amendments thereto or restatements thereof, together with executed copies of any powers of attorney pursuant to which any certificate or amendment has been executed.
• A copy of the Operating Agreement, any amendments thereto and any amended and restated Operating Agreement.
• A copy of the limited liability company's federal, state and local income tax or information returns and reports, if any, for the three most recent fiscal years.