New York LLCs are governed by the New York Limited Liability Company Law (LLCL).
1. Filing Fee and Processing Time
Articles of Organization (Form DOS-1336): $200 filing fee with the New York Department of State, Division of Corporations.
Processing: ~7 business days standard; 24-hour expedited for $25; same-day for $75; 2-hour for $150.
2. Name Reservation
Optional. 60-day reservation available for $20. Name must contain "Limited Liability Company," "L.L.C.," or "LLC" and must be distinguishable (LLCL § 204).
3. Registered Agent — Special NY Rule
The New York Secretary of State is automatically the LLC's agent for service of process (LLCL § 301-A).
An LLC may also designate a "registered agent" but is not required to. The Secretary of State forwards process to the address on file — keep this current.
4. Publication Requirement — Unique to NY
Required under LLCL § 206.
Within 120 days of formation, the LLC must:
1. Publish a notice in 2 newspapers (one daily, one weekly) designated by the county clerk of the LLC's principal office county, for 6 consecutive weeks.
2. File a Certificate of Publication ($50 fee) with the Department of State, with affidavits of publication attached.
Cost varies dramatically by county: ~$100-$300 in upstate counties; $1,000-$2,000+ in New York County (Manhattan).
Penalty for non-publication: The LLC's authority to conduct business in NY is suspended, though the LLC remains in existence. Members are not personally liable.
Many businesses use a registered office in a cheaper county (e.g., Albany) to reduce publication costs.
5. Operating Agreement — Required
New York is one of few states that statutorily requires members to adopt a written operating agreement within 90 days of filing (LLCL § 417).
The agreement is NOT filed with the state.
Failure to adopt does not invalidate the LLC, but governance defaults to LLCL provisions.
6. Biennial Statement (Not Annual Report)
Every 2 years in the LLC's anniversary month, file a Biennial Statement (Form DOS-1247).
Fee: $9 — one of the lowest in the country.
7. State Taxes
LLCs taxed as partnerships or disregarded entities pay an annual filing fee based on NY-source gross income, ranging $25 to $4,500 (Tax Law § 658(c)(3)).
LLCs taxed as C-corps pay the NY State franchise tax (Article 9-A).
NYC imposes the Unincorporated Business Tax (UBT) at 4% on LLCs operating in NYC (some exemptions).
8. Professional Service LLCs (PLLCs)
Licensed professionals must form a Professional Service LLC under LLCL Article XII, requiring approval from the relevant licensing authority.
This is legal information, not legal advice.