What Does A Registered Agent Do
The requirements for a registered agent in New York are outlined in NY LLC L § 302. At a minimum, any registered agent appointed in addition to the New York Secretary of State must:
- Have a physical address in the state of New York.
- Be present at that address during regular business hours.
- Accept legal mail on behalf of your LLC and get it to you fast.
What Are The Benefits Of An Llc In Ny
When youre starting a business in NY, one important decision is choosing an entity structure. You may decide to form an LLC, or limited liability company, if you want the simplicity of a sole proprietorship with the legal protections of a corporation. An LLC can also protect you from legal exposure to the businesss debt and obligations, which is why many freelancers and startups prefer the LLC.
Provide An Address For Receiving Official Mail
The New York Secretary of State automatically serves as the registered agent for New York LLCs. The registered agent accepts official mail and service of process on your businesss behalf, and it forwards those documents to you.
In your articles of organization, youll need to specify where youd like those documents sent .
- You can choose your business lawyer or another individual to act as an additional registered agent.
- You can also opt for an online legal service like IncFile or LegalZoom .
Get Started With LegalZoom
Get Started With IncFile
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Would You Prefer A Professional Form Your Pllc
If you would prefer to have a professional handle the paperwork for you, consider hiring an online business formation service.
Because of the often-complex nature of professional limited liability companies, some of our favorite service providers dont offer PLLC formations, but there are still plenty of quality companies that do provide this service. A couple of our favorites for PLLC formation are LegalZoom and MyCorporation.
Another option would be to hire a business attorney to handle your PLLC formation. While this is certainly a more expensive route than using an online formation service, a lawyers expertise could come in handy when youre forming a specialized business structure like this.
Cost To Form An Llc In New York
To form a Limited Liability Company in New York, file the Articles of Organization with the New York Division of Corporations. The LLC filing fee is $200.
Approval for the LLC typically takes between 1-2 weeks for mailed-in filing or just a few minutes when filing online.
If you have questions, contact the New York Division of Corporations at 518-473-2492.
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Elect The Llcs Form Of Federal Income Taxation
One of the significant benefits of the Limited Liability Company is the tax flexibility it provides. When applying for the Employer Identification Number, you will choose how the entity will be taxed for federal income tax purposes. While there are some limitations, an LLC may be classified for federal income tax purposes as a:
- Sole proprietorship
While this may sound confusing, this refers to how the LLC is taxed, not the legal structure.
Related: How can an LLC be taxed?
Single-member LLCs will, by default, be taxed as a sole proprietorship. The members can also elect to change the taxation to a C-corporation or an S-corporation.
Multi-member LLCs will, by default, be taxed as a partnership. The members can also elect to change the taxation to a C-corporation or an S-corporation.
In general, the difference between being taxed as a corporation and being taxed as a sole proprietorship or partnership the profits and losses are passed to the members federal income tax returns based on their percentage of ownership. As a result, the owner will pay self-employment taxes on all business profits. As an alternative, electing to be taxed as a corporation allows the members to take a reasonable salary and then pay payroll taxes. Any remaining profits are distributed and arent subject to payroll taxes, resulting in potential tax savings.
New York Llc Publication Requirements
Per Section 206 of the New York LLC Act, after the Articles of Organization are filed, an ad has to be published for 6 consecutive weeks in two newspapers or printers. To meet the Newspaper Publication Requirement, both papers must be located in the same county as the LLCs principal office, in addition to being approved by the County Clerk of the county where the primary office of the LLC is located. After the notice has run, the publisher of each newspaper will send a filing receipt for proof of publication .
Once the affidavits have been sent to you, they will be mailed along with the Certificate of Publication and a $50 filing fee to the Division of Corporations. The Certificate of Publication has to be submitted within 120 days of the LLC being formed.
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Obtain Ny Business Permits
Every state and locality has different requirements for operating businesses. In New York, over 30 professions require a license from the state. Examples include barbers, security guards, healthcare professionals, home inspectors and real estate brokers. If your business is in a highly regulated industry, such as food service or childcare, youll likely need a special permit to operate. New York States Business Express Wizard can help identify the licensing regulations for your business. You can also contact your city, borough or county licensing agency to learn more.
Prepare An Operating Agreement
Unlike most states, New York’s LLC law requires LLC members to adopt a written operating agreement. The Operating Agreement may be entered into before, at the time of, or within 90 days after filing the Articles of Organization. The Operating Agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members among themselves and to the LLC. The Operating Agreement is purely an internal document and is not filed with the Department of State. New York law is silent on the consequences of not adopting an Operating Agreement.
For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso or use Nolo’s Online LLC.
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Step : Create A New York Llc Operating Agreement
All New York LLCs are required to have an operating agreement. This may be a verbal or written agreement.
What is an operating agreement? An operating agreement is a legal document outlining the ownership and operating procedures of an LLC.
Why are operating agreements important? A comprehensive operating agreement ensures that all business owners are on the same page and reduces the risk of future conflict.
For more information on operating agreements, read our New York LLC operating agreement guide.
Recommended: Download a template or create a Free Operating Agreement using our tool.
FAQ: Creating a New York LLC Operating Agreement
Do I need to file my operating agreement with the State of New York?
No. The operating agreement is an internal document that you should keep on file for future reference. However, many states like New York do legally require LLCs to have an operating agreement in place.
Step : Follow New York Llc Publication Requirements
What is New York’s LLC publication requirement? Within 120 days of formation, LLCs must publish a notice of LLC formation in two newspapers for six successive weeks in the county of the LLC’s principal office or designated registered agent’s office.
Can I pick any newspapers I want? No. The newspapers must be approved by the local county clerk of the county you designate in your Articles of Organization. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication.
Where do I file my Certificate of Publication? You must submit your Certificate of Publication along with your affidavits of publication to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Read our full New York publication requirements guide to learn more.
File a Certificate of Publication With the New York Division of Corporations, State Records and Uniform Commercial Code
Fee: $50 payable to the Department of State
New York City has fees upwards of $1,500$2,000 for newspaper publishing. One way to save on fees is to designate a registered agent service thats located outside of the city.
Recommended: ZenBusiness Registered Agent Service is located in Albany, where typical newspaper publishing fees range from $80$100.
FAQ: New York LLC Publication Requirements
What doe a notice of formation look like?
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Open Your New York Llc Bank Account
Put on your lucky shoes. Its time to open a business account for your LLC. Youll need to bring the bank the following:
- your New York LLCs EIN
- a copy of your Articles of Organization
- a copy of your Operating Agreement
- your business license
You need an LLC bank account to keep your business finances separate from your personal finances.
One of the biggest upsides of an LLC is that it creates a legal separation between you and your business. This separation is valuable, especially when it comes to liability.
Letting your personal and business finances intermingle erodes that separation. To keep it intact, you need to open and use an LLC bank account.
Yes. If your LLC intends to accept credit card payments, youll need a bank account for depositing funds after the payments are cleared and settled. This is a basic requirement of any payment processor, and youll need the bank account in advance of applying for your merchant account.
What Is A New York Professional Llc
The professional limited liability company is a specialized type of LLC that is intended for licensed professionals to offer their unique services. A New York PLLC is an LLC formed for the purpose of rendering professional services such as those rendered by attorneys, physicians, dentists, veterinarians, pharmacists, nurses, engineers, architects, public accountants, and other professions listed in Title Eight of New Yorks Education Law.
The New York PLLC is typically more popular than a professional corporation because its a more flexible business type, but it still includes the personal asset protection and professional qualifications that make the PSC valuable.
PLLCs in New York have relatively simple formation and maintenance requirements, several options for how they want to be taxed, and flexible management. From one-person businesses to multi-member PLLCs with several owners, the PLLC is a popular choice for a reason.
An important detail of the PLLC that differs from a traditional LLC is that liability protection is not shared across all members of the company. For example, if you operate a PLLC for physicians, your business structure does not shield each individual member from malpractice suits. Instead, each member is liable for their own malpractice insurance, and no member is liable for another members malpractice.
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Step : Get A New York Llc Ein
What is an EIN? EIN stands for Employer Identification Number. EINs are a nine-digit number assigned by the Internal Revenue Service to help identify businesses for tax purposes. It is essentially a Social Security number for a business.
An EIN is sometimes referred to as a Federal Employer Identification Number or Federal Tax Identification Number .
Why do I need an EIN? An EIN is required to:
- Open a business bank account
- File and manage federal and state taxes
- Hire employees
What if I already have an EIN for my sole proprietorship? The IRS requires that sole proprietorships get a new EIN when converting to an LLC.
Where do I get an EIN? You can get an EIN for free from the IRS. Getting an EIN is an easy process that can be done online or by mail.
FOR INTERNATIONAL EIN APPLICANTS: You do not need a SSN to get an EIN. For more information, read our How to Get an EIN as a Foreign Person guide.
Publish Your Articles Of Organization In Two Newspapers
The LLC must publish in two newspapers a copy of the articles of organization or a notice related to the formation of the LLC. This requirement must be fulfilled within 120 days after the LLC’s articles of organization become effective.
LLC’s are required to publish in newspapers designated by the county clerk in which the office of the LLC is located. Once published, the newspaper will provide an affidavit of publication. . The Certificate of Publication, with the affidavits of publication of the newspapers attached, should be submitted to the New York Department of State.
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Step : File The New York Llc Articles Of Organization
To create an LLC in New York, you will need to file the Articles of Organization with the Secretary of State. You can apply online or by mail. Some states refer to the Articles of Organization as the Certificate of Formation or Certificate of Organization.
The New York Articles of Organization for an LLC is a legal document used to officially form your business. Youll be expected to provide the name of your LLC, the county it will be located in, the name and address of your registered agent, your starting date, the state filing fee, and the filers name and mailing address.
Now is a good time to consider whether your New York LLC will be member-managed or manager-managed. We recommend learning more about member-managed vs manager-managed LLCs before you file.
After filing the Articles of Organization, you must fulfill New Yorks Publication Requirement, and we recommend obtaining an Employer Identification Number if you plan on hiring employees and to open a business bank account.
FILE THE ARTICLES OF ORGANIZATION
OPTION 1: File Online with the State of New YorkFILE ONLINE
OPTION 2: File by Mail
State Filing Cost: $200 payable to the Department of State
Mail to:Department of State Division of CorporationsState Records and Uniform Commercial CodeOne Commerce PlazaAlbany, NY 12231
Get Business Insurance For Your Llc
Business insurance helps you manage risks and focus on growing your business. The most common types of business insurance are:
- General Liability Insurance: A broad insurance policy that protects your business from lawsuits. Most small businesses get general liability insurance.
- Professional Liability Insurance: A business insurance for professional service providers that covers claims of malpractice and other business errors.
- Workers’ Compensation Insurance: A type of insurance that provides coverage for employees job-related illnesses, injuries, or deaths. In Alabama, businesses with five or more employees are required by law to have workers’ compensation insurance. Note that officers and LLC members are counted as employees.
Find out how much it will cost to keep your business protected.
Read our review of the best small business insurance companies.
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First Name It And Claim It
You cant register a business until it has a name. Everything in local and state records will be filed under your business name, whether its a partnership, sole proprietorship, or corporation. The state of New York maintains a name reservation page that allows you to check who else is already using names you might be brainstorming.
Check to make sure your company name is also clear of general U.S. copyright and ownership infringement before registering it. Keep in mind that youll need an available web address that matches your New York name.
If youve decided on a name but need a little more time before moving on to the next steps, New York has you covered. Submit a Certificate of Reservation to hold your name for 60 days while you do everything else. Theres a $20 fee.
How Are New York Llcs Taxed
Your New York LLC will need to be an annual filing fee based on your LLCs gross income. The fee ranges from $25 for LLCs with gross income $100,000 or less to $4,500 for LLCs with an income of more than $25,000,000.
Otherwise, LLCs in New York with default tax classification are taxed as pass-through entities. This means that profits pass through the LLC itself and are distributed to the owners , who then report the profits as earnings on their personal tax filings. A New York LLCs profits are subject to the federal self-employment tax rate . LLCs can file paperwork with the IRS to be taxed as an S-corp or C-corp.
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Submit Your Articles Of Organization Form
You’ll send this document to your Secretary of State along with the appropriate filing fee when setting up an LLC. Be careful: some states may have a corporate tax that is separate from the filing fee but which must be paid at the time of filing. For example, California has only a $70 filing fee, but an $800 annual tax.
Kick Off Your Marketing Plan
Now that your paperwork and financials are in order, youre well on your way to starting a business in New York. The next step is spreading the word about your new business. Marketing your business may seem daunting, but in reality, your small business marketing plan can be an opportunity to flex your creativity. And at the beginning of your venture, you can keep your marketing strategies small: Simply focus on building and maintaining an online presence, and reaching out to your community.
Building a professional-looking business website is pretty non-negotiable, and with website builders like Squarespace and Wix, its super simple to do. Hopefully you bought your domain name back in Step 2, but if you didnt, you can do so through your website builder.
Your business website can essentially be as detailed or bare-bones as you want. But either way, make sure to include an About page so potential customers can put a face to your business, as well as links to your businesss social media platforms. If youre a service-based business, you can also integrate your appointment scheduling software to make it easy for clients to book a session with you.
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