You have a big idea, truckloads of ambition, and dreams of a thriving New York LLC, and you’re mentally prepared to make it happen.
But the Chinese philosopher Lao Tzu once said, “a journey of a thousand miles begins with a single step,” and for you, that first step is filing the Articles of Organization.
With such grand plans, the last thing you might want to do is file paperwork, but completing the Articles of Organization is what authenticates your LLC, making it official in New York. It’s perhaps the most important step in starting your New York LLC. Following this guide will help take the tedium out of paperwork and get your business started quickly.
But before you dive into the Articles of Organization, you should have a few pieces of information ready to help streamline the process.
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Choosing an LLC Name
Before anything else, you will need to decide on an LLC name. You must include a business name on your Articles of Organization, and if the Department of State deems that name unacceptable or unavailable, the document will be rejected, so make sure you nail down a good name right away.
Before you decide on a name, confirm that it complies with New York’s business name requirements. This means it must use a business type designator like “Limited Liability Company,” or the abbreviations “L.L.C.” or “LLC,” and not include any of the state’s restricted or prohibited words.
Most importantly, your name must not already be in use. It needs to be completely distinguishable from every other business name reserved or registered with the Department of State. Unsure if your name is available? Perform a search to find out.
Once you’ve found your perfect name, include it on your Articles of Organization to automatically register it. In the event that you’re not quite ready to file an LLC, you can place a 60-day hold on your name by submitting a name reservation request.
Choosing a New York Registered Agent
A registered agent is your LLC’s liaison to the state, the mediator who takes care of all your important legal, tax, and compliance documents, keeping your business in good standing. New York’s registered agent situation is unique. Every LLC must use the Secretary of State as its agent. However, an LLC is allowed to appoint a secondary agent as well.
This additional agent can either be an individual – as long as they are a New York resident with a physical in-state address – or a business entity authorized to do business in the state, like a registered agent service.
Quick Note: If your first choice doesn’t work out, don’t worry. You can always change your registered agent in the future.
Preparing to File Your New York Articles of Organization
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Now for the main event: the Articles of Organization. Here’s your opportunity to get your LLC officially on record and authorized to conduct business in New York.
Considering its weight in the LLC formation process, the Articles of Organization is surprisingly short and sweet. It only requires a few easily accessible pieces of information, so you should be able to complete it in one sitting. Here’s what you’ll need:
- The LLC name
- The county where the LLC’s office is located
- An address where the Secretary of State (as designated registered agent) can send documents and process
- The filer’s name, address, and (if applicable) company
The hardest part of the Articles of Organization, quite frankly, is the cost. It’s $200 regardless of which filing option you choose, so have your checkbook or credit card ready when you file.
Certificate of Publication
New York is one of just a few states that has another crucial step in the LLC formation process: publishing your LLC in a local newspaper. You must publish an advertisement informing readers of your LLC’s formation in two different newspapers for six consecutive weeks. Your county clerk will inform you which newspapers you should publish in.
Once you’ve run your advertisements for six weeks, the newspaper will provide you with an Affidavit of Publication, which you will attach to your Certificate of Publication. In addition to the newspaper’s advertising fees, you will need to pay a $50 filing fee when you submit these documents to the Department of State.
If you fail to submit your Certificate of Publication and Affidavit of Publication to the state within 120 days of filing your Articles of Organization, your LLC will be suspended. This means that you cannot transact any business in New York until you complete this important process.
Once you’ve gathered the requisite information and prepared your payment, you’re ready to file, and you have four different options to do it. File online, by mail, by fax, or in person, and your LLC will be well on its way to New York business success.
This is the most efficient option simply because you can do it without leaving your house, or even your desk. You’ll need to create an account with New York’s Business Express website. Then, select the digital form, fill it out, and wait for its approval. For many LLCs, the state will process your filing immediately if you submit your Articles of Organization online.
Hard Copy Filing
Download and fill out the paper application, then mail it to:
New York State Department of State, Division of Corporations, State Records and Uniform Commercial Code
One Commerce Plaza, 99 Washington Avenue,
Albany, New York 12231.
Once you’ve completed your form, take it to the address above. The Division of Corporations is on the sixth floor.
Send your finished form to (518) 474-1418. You must include a Credit Card/Debit Card Authorization form with all faxed forms.
No matter which route you take, if you file a hard copy instead of online, the processing time is typically seven business days. But if you’re in a hurry, you can request one of three expedited filing options: 24-hour service for an extra $25, same-day service for $75, and – if you need it immediately – two-hour service for $150.
What About Foreign LLCs?
The process outlined above works for domestic LLCs (those formed in New York), but what if your business is expanding to New York from another state? In this case, forget the Articles of Organization. It’s not the form for you.
Every LLC entering New York from another state must foreign qualify by filing an Application for Authority. After the Department of State accepts your application, you’ll be able to conduct business in New York. You might be itching to begin your business activities right away, but resist the temptation! If you’re caught doing business without a foreign qualification, the state can impose some serious penalties.
But after your form is accepted, you’re free to kick off your business activities in the state.
Want Help Filing Your Articles of Organization?
Let’s be honest: you’ve got a lot on your plate. Filing paperwork can take time away from your other tasks, ones more focused on setting your budding LLC up for success.
The good news is that you don’t need to file the Articles of Organization yourself. But if an attorney is out of your price range, hiring an LLC creation service is a great option.
There’s no shortage of business incorporation services out there, but not all of them are equal. Each one offers different packages, costs, and processing times, so it’s important to find the right fit for your LLC.
While each service has optional upgrades and feature packages, on the most basic level, they will review your business information, prepare your formation documents, and submit them to the New York Department of State. They will complete everything outlined in this guide and notify you when your Articles of Organization have been filed. You won’t have to lift a finger.
There are other benefits too. Some services will include a year of free registered agent service when you hire them. Other services offer order tracking, notifications on future documents (like annual reports), assistance drafting your operating agreement, or coverage of certain LLC formation costs.
Important Post-Formation Compliance Issues
Once you’ve successfully filed your Articles of Organization, your LLC is an official business entity in the state of New York. However, this doesn’t mean that your responsibilities have come to an end. There are several other steps you’ll need to take if you want to operate a compliant LLC for years to come.
Acquire a Federal Tax ID Number (EIN)
While an EIN isn’t a requirement for New York LLCs, we strongly recommend that every entrepreneur obtains one. An EIN enables your LLC to hire employees, open business bank accounts, file taxes, and take care of several other important aspects of LLC maintenance. Even if you operate a single-member LLC with no employees, you should still have an EIN for your business.
Set Up a Financial Infrastructure
One other crucial step is to solidify the financial aspects of your LLC, first by opening a business bank account. You must have separate bank accounts for your personal use and for business purposes, as this will help you keep your personal and business assets separate, a vitally important consideration for any entrepreneur. If you commingle these assets, you leave yourself wide open for lawsuits, as it would be easy for someone to claim that your business is simply an extension of your own personality and not a separate entity from you as a person.
The other portion of this step is to set up an accounting system. This can either mean that you hire an accountant to take care of your LLC’s bookkeeping, or you could acquire high-quality accounting software like QuickBooks. Either way, you need a reliable means of keeping detailed records for each financial transaction your LLC executes. This is another vital part of keeping your personal and business assets separated, and it will also be enormously helpful come tax time.
Acquire Licenses and Permits
The next step involves obtaining any industry-specific licenses and permits your LLC may need to operate in compliance with state laws. Depending on the nature of your LLC’s business, you may require several permits or you may be able to operate your LLC without any state-level licenses.
Thankfully, New York makes it pretty easy to figure out your business’ licensing needs. All you need to do is visit the state’s Licenses page and you’ll find the license and permit applications you require. New York groups business licenses together with personal licenses (like driver’s and hunting licenses), so it can be a bit more of a hassle to find the licenses you require. Make sure to check with your county and locality as well, as there may also be licensing requirements for your business on these levels.
Obtain Business Insurance
This step isn’t a requirement, but it is a strong recommendation. The exact insurance policies your business needs will vary based on the type of products and services you offer, but most LLCs should at least have a general liability insurance policy to protect against common perils like slip-and-fall accidents. In some industries, you might need several different insurance policies to cover all of your financial bases, so do your research ahead of time to determine which types of insurance you should purchase.
File Your Biennial Statements
Every other year, every LLC in New York must file a biennial report. This report includes some basic information about your business and keeps the state updated regarding any important changes to your LLC’s structure. The information you’ll need to file this report typically includes your Department of State ID number, your service of process address, your name and signature, and payment info.
Frequently Asked Questions
About Filing the New York LLC Articles of Organization
How long does it take New York to form an LLC?
The typical turnaround time for a New York LLC filed on paper is about seven business days at most. There are also expedited options available: 24-hour service for an extra $25, same-day service for $75, and two-hour service for $150. However, online submissions are often processed immediately.
Should I file my own Articles of Organization, hire an attorney, or use an online service?
This question largely comes down to personal preferences, but we do have some general insights. The DIY route can be quite a bit of work, as you’ll need to complete each step of the formation process on your own with no assistance. As for hiring an attorney, this can be prohibitively expensive for new businesses, as a lawyer can charge hundreds or even thousands of dollars to form your LLC.
You can think of business services companies as a middle ground between these options. While most of these companies charge a fee to form your LLC, that fee will be significantly less expensive than an attorney’s fee. At the same time, you still aren’t going it alone. Instead, you have an experienced professional guiding you through the entire process.
What does New York require for LLC formations other than the Articles of Organization?
We discussed earlier how New York requires entrepreneurs to file a Certificate of Publication to complete the LLC formation process in a compliant manner. In addition, while it isn’t strictly required, we still strongly recommend obtaining a federal tax ID number (EIN). An EIN allows your LLC to file taxes, hire employees, open business bank accounts, and more. Every LLC should have one, whether your state requires it or not.
How many small businesses are there in New York?
Today, New York has more than 610,000 small businesses. Clearly, entrepreneurs in many different fields find New York to be a great place to own and operate a business entity.
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