Requirements to form an LLC in New York

Setting up an LLC in New York involves a series of legal steps outlined in New York's Limited Liability Company Law. Skip any of these requirements, and you're setting yourself up for rejected filings, compromised liability protection, and ongoing compliance problems.

These requirements cut across:

• Naming requirements
• Registered agent requirements
• Articles of Organization filing
• Operating agreement requirements (mandatory within 90 days)
• Publication requirements
• Ongoing compliance obligations, like biennial statements

New York's formation process includes unique requirements like mandatory newspaper publication and operating agreements that don't exist in many other states. Understanding these specific obligations helps ensure your LLC maintains good standing and liability protection from formation through ongoing operations.

1. Name requirements

Your LLC name must end with "Limited Liability Company," "LLC," or "L.L.C." New York won't process your Articles of Organization without this suffix.

Next comes uniqueness. Your name must be distinguishable from all existing entities. Check the Department of State's Corporation/Business Entity Database before filing, or you'll waste $200 on a rejected application. Names that sound identical or differ only by punctuation won't pass.

Some names are off-limits regardless of uniqueness:

• Words suggesting government connections are banned outright (like "Treasury" or "FBI")
• Terms like "bank," "trust," "insurance," or "attorney" require written approval from relevant state agencies
• Obscene or misleading terms get automatic rejection
• Professional titles like "engineer" need special permission

New York limits you to English alphabet characters, Arabic or Roman numerals, and standard keyboard symbols. Foreign-language names must use English letters without accents, so "Café Río" becomes "Cafe Rio" on official documents.

You don't have to reserve your name first—if it's available, claim it by filing your Articles of Organization. Running a database search first saves you from wasting the filing fee on a rejected application.

2. Registered Agent requirements

New York law requires LLCs to designate the Secretary of State as their agent for service of process, but you can also appoint an additional registered agent for privacy and faster document handling.

You have two choices:

• Any New York resident who is at least 18 and willing to be present at their physical street address during business hours can serve. You, a friend, or an employee works, but the LLC itself cannot serve as its own agent.
• Alternatively, hire a business entity that's authorized in New York and offers professional registered agent services. These commercial agents keep your personal address private and forward documents immediately.

Either way, any additional registered agent must provide written consent and maintain a physical address in New York (no P.O. boxes, virtual offices, or mailbox services). Someone must be present during business hours, Monday through Friday, to receive documents.

Neglecting this requirement creates serious problems, as an outdated or missing agent can cost you good standing, prevent contract enforcement, and lead to default judgments if legal papers go to an old address.

3. Articles of Organization requirements

Filing Articles of Organization brings your New York LLC into legal existence. Your company doesn't legally exist until the state accepts this document using Form DOS-1336.

Your filing must include these essential details:

• Entity name with proper identifier ("LLC," "L.L.C.," or "Limited Liability Company")
• New York County, where your office will be located
• Address for service of process
• Details for any additional registered agent
• Organizer's name and address

You can file three ways: through NY Business Express online, by mail, or in person at the Division of Corporations. Online filings typically process in five to seven business days. The basic filing fee is $200.

After approval, you'll receive a filing receipt and certificate. Keep these safe, as banks need them for account opening, the IRS requires them for EIN applications, and licensing agencies demand them for permits.

4. Operating Agreement requirements

New York makes operating agreements mandatory, not optional. The state requires every business, even single-member LLCs, to adopt a written operating agreement within 90 days after filing Articles of Organization.

A good Operating Agreement covers several critical areas:

• Start with who owns what percentage and what everyone contributed
• Specify whether members or managers run things and how voting works
• Detail how profits and losses flow to members and when distributions happen
• Include meeting procedures, record-keeping, member admission and exit processes
• Lay out exactly how dissolution and winding up would work

Keep the signed document with your company records; you don't submit it to the state, and there's no filing fee.

5. Initial and ongoing compliance requirements

Getting your Articles of Organization approved is just the start. Once New York stamps your paperwork, several federal and state requirements take effect, each with its own deadlines and consequences.

• You'll need an Employer Identification Number from the IRS right away to open a bank account and maintain liability protection
• Within 120 days of formation, you must publish a notice in two newspapers for six consecutive weeks, then file a Certificate of Publication with the Department of State ($50 fee)
• Create and sign your Operating Agreement within 90 days (mandatory in New York)
• Register with the New York Department of Taxation and Finance for sales, withholding, and other state taxes
• New York requires a Biennial Statement to be filed every other year in your anniversary month for $9

Additionally, your registered agent information must stay current. If your agent quits or moves, you have a small window to update the Secretary of State or risk default judgments and administrative dissolution.

Consequences of non-compliance

If you skip one filing deadline or let your registered agent information expire, New York quickly escalates consequences. This includes:

• Loss of good standing status for missed biennial statements
• Delinquent flag in the Department of State database
• Administrative dissolution after extended non-compliance
• Personal liability exposure when the corporate veil is pierced
• Default judgments from missed legal notices
• Suspension of authority to do business for missed publication requirements
• Tax penalties and interest for late LLC fee payments
• Exclusion from state contract bidding and license renewals

New York compliance is an ongoing process. Keep filings current, pay biennial fees on time, and maintain updated registered agent information to avoid penalties that can jeopardize both your business operations and personal finances.

Ensure New York LLC compliance with Discern

Discern tracks your LLC's compliance obligations across all jurisdictions and handles most filings, including biennial statements and foreign registrations, in minutes. Registered agent service comes built-in, so you never worry about a New York street address or publication coordination.

Our real-time dashboards display your compliance status at a glance, while automated alerts flag deadlines months in advance, then file documents automatically, so you never worry about late fees. Ready to ease your compliance burden? Try Discern today.