How to Form an LLC in New York Like a Pro
John F. Dennehy Jr., CPA, PC

LLC

How to Form an LLC in New York Like a Pro

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Are you looking to learn how to form an LLC in New York? If so, you've come to the right place. The experts at John F. Dennehy CPA offer decades of experience helping entrepreneurs and business owners form an LLC. While some people may be experienced forming an LLC in New York, the process can be very confusing if it's your first time. 

Fortunately, the business consultation experts at John F. Dennehy CPA are here to offer assistance and guidance. We can handle the entire filing process or simply offer consultative services. Don't hesitate to give us a call today for expedited solutions. In the meantime, continue reading to learn how to form an LLC in New York

Select a Name for Your Company

In the state of New York, your LLC must include "LLC,"  "L.L.C", or "Limited Liability Company". The name you choose should be distinguishable from businesses already formed. To ensure your name isn't infringing on another business' name, you should check the business name database offered by the New York Department of State Division of Corporations. Once you find a name that is unique, you can reserve it for up to 60 days by filing the Application for Reservation of a Name and paying the associated fee. 

Ensure You Have an Accurate Address

The New York Department of State is by default the "agent for service of process" for every LLC formed in the state. They will accept all legal paperwork and forward it to your LLC. 

Because of this, you must provide a name and address for the legal papers to be sent. You may also elect to appoint a commercial registered agent or an individual New York resident (yourself) as an extra agent to receive the service of the process. 

How to Form an LLC in New York & File Articles of Organization?

If you're looking to form an LLC, one of the critical steps is to file your Articles of Organization. These forms and documents must be filed with the Department of State Division of Corporations. Your Articles of Incorporation must include:

  • The county where your business will be located
  • The name of the LLC
  • The signature of the organizer of the LLC
  • The New York address where all legal documents should be mailed
  • The address and name of the filer of the Articles of Organization

You do have the option to file the articles online or via postal mail. Because of the tedious process, it's vital to follow all directions or your Articles could be rejected. In addition, there are fees associated with filing your Articles of Organization. 

Create an Operating Agreement

Relatively unique to New York, you will be required to establish and adopt a written Operating Agreement. The Operating Agreement is a key document that establishes the liabilities, duties, powers, rights, and obligations of the members to the LLC and among themselves. 

Fortunately, your Operating Agreement is entirely internal and will not be filed. All members of the LLC are required to adopt this agreement. Members can adopt the operating agreement at the time of, before, or up to 90 days after filing the Articles. There are no set criteria for operating agreements. However, it usually includes topics concerning: 

  • How the business will be managed
  • How meetings are conducted
  • The capital contributions required from each member
  • The way profits and losses are allocated

Meeting the Publication Requirements

Within 120 days of your Articles becoming effective, you must publish in two different newspapers a notice related to the formation of your LLC or a copy of your Articles. The newspapers you select have to be designated by the county clerk of the county where your office will be or is located based on the filing of your articles. 

Once it's published, the publisher or printer of the newspaper will give you an affidavit of publication. You must submit the Certificate of Publication to the Division of Corporations and pay the required filing fee. 

Compliance with Regulatory and Tax Requirements

Depending on your LLC, there may be extra regulatory and tax requirements. These may include:

  • Business Licenses. Certain businesses will need permits and licenses to operate. You may also need a local business license based on your municipality.
  • Annual State Filing Fee. This applies to all foreign or domestic LLCs that are treated as a disregarded entity or partnership for federal income tax purposes that have any losses, gains, income, or deductions from sources in New York. If so, you will be subject to pay the annual filing fee. If your LLC is treated as a corporation for federal tax purposes, you are not subject to the filing fee.
  • Employee Identification Number (EIN). If your business has more than one member, you are required to get an Employee Identification Number from the IRS — even if you have no employees. If you create a one-member LLC, you will still need an EIN if you opt to have it taxed as a corporation instead of a sole proprietorship or if it will have employees.

Contact John F. Dennehy CPA for Assistance Starting an LLC in New York

We get it — forming an LLC in New York can be confusing. Because of this, the experts at John F. Dennehy CPA can help. Contact us today to schedule a consultation.

About the Author John F. Dennehy Jr., CPA, PC

We at John F. Dennehy CPA are a team of certified public accountants who service clients throughout Long Island. The services that we provide are comprehensive, and we can resolve multiple accounting needs for a client.

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