Registration and Maintenance of a Limited Liability Company (LLC) in New York. Service offer

The laws of the State of New York provide for the following types of businesses:

• Business Corporation;
• Not-for-Profit Corporation;
• Limited Liability Company;
• General Partnership;
• Limited Partnership;
• Sole Proprietorship.

One of the most popular and common forms is the Limited Liability Company.

A limited liability company (LLC) is a relatively new type of hybrid business structure permitted in most states, including New York. This type of structure provides the limited liability protection of a corporation and the tax efficiency and operational flexibility of a partnership.

The owners of the company are called its members, and the duration of the LLC is usually determined by its members in the incorporation documents and can be later increased. Members can be both legal entities and individuals, there are no residency requirements, and the minimum number of members is 1. There is no minimum statutory share capital.

1. A company name must contain the words Limited Liability Company or the abbreviation L.L.C. or LLC;
2. must be different from the names of existing companies;
3. must not contain the following words: board of trade, chamber of commerce, community renewal, corporation, incorporated, partnership, state police, state trooper, tenant relocation, urban development, urban relocation;
4. must not contain the following words or abbreviations thereof: acceptance, annuity, assurance, attorney, bank, bond, benefit, doctor, endowment, fidelity, finance, guaranty, indemnity, insurance, investment, lawyer, casualty, loan, mortgage, savings, surety, title, trust, underwriter unless the approval of the superintendent of New York State Department of Financial Services is attached to the articles of organization, or unless the word doctor or lawyer or an abbreviation thereof is used in a context that clearly denotes a purpose other than the practice of law or medicine;
5. must not contain the word blind or handicapped unless the approval of the state department of social services is attached to the articles of organization. Such approval must be granted by the state department of social services if in its opinion the word blind or handicapped as used in the limited liability company’s name will not mislead or confuse the public into believing that the company is organized for charitable or nonprofit purposes related to the blind or the handicapped;
6. must not contain the word exchange or any abbreviation thereof unless the approval of the attorney general is attached to the articles of organization. Such approval must not be granted by the attorney general if in his or her opinion the use of the word exchange in the limited liability company’s name would falsely imply that the limited liability company conducts its business at a place where trade is carried on in securities or commodities by brokers, dealers or merchants.
7. must not contain the following terms: school, education, elementary, secondary, kindergarten, prekindergarten, preschool, nursery school, museum, history, historical, historical society, arboretum, library, college, university or other term restricted by Section 224 of the Education Law; conservatory, academy, or institute or any abbreviation or derivative of such terms must have endorsed thereon or annexed thereto the consent of the commissioner of education.

1. Select and reserve a company name, file Articles of Organization with the New York State Division of Corporations and adopt the company’s Operating Agreement.

In New York State, an LLC is required to adopt a written Operating Agreement, but this agreement is not filed with the registry. An Operating Agreement may be made by the members before, at the time of, or within 90 days after the filing of the Articles of Organization. Regardless of when such agreement was entered into, it may be effective upon the formation of the company or at any later date (but not before the formation of the company).

2. Apply for an Employer Identification Number (EIN) for tax purposes and as employer.

3. Register for sales tax: To do business in the state, an LLC must apply for authority to do so to the Department of State in accordance with Section 802 of the New York State Limited Liability Company Law.

The application must be accompanied by a Certificate of Existence not older than one year.

Businesses that sell taxable tangible property, provide taxable services, receive payments for entertainment, or operate hotels, restaurants, or other entities that sell food and beverages must register for sales tax and obtain a Certificate of Authority. Once registered, a business must file tax returns quarterly, whether or not it has started doing business.

4. Register as an employer with the Department of Labor, Unemployment Insurance Division

The members must register as an employer by filing Form NYS-100 to determine whether the company is liable under the New York State Unemployment Insurance Law. If so, the Department of Labor sends the company Quarterly Combined Withholding, Wage Reporting and Unemployment Insurance Returns to report wages paid to the company’s employees.

5. Obtain the workers' compensation and disability coverage

As New York employers, LLC members must obtain and pay workers’ compensation and disability insurance. Insurance can come from a licensed insurance company or the New York State Insurance Fund (or self-insurance).

The Employer Identification Number (EIN) is the basic identification of a company for communications with the Workers’ Compensation Board. A company must provide its EIN to the insurer when purchasing insurance. The minimum coverage is calculated based on the employee's risk classification, wages, and gross pay.

6. Arrange for publication and file a certificate and affidavit of publication

Section 206 of the New York State Limited Liability Company Law requires that within 120 days after the effective date of the articles of organization, a limited liability company must publish once a week for 6 successive weeks in two newspapers a copy of the articles of organization or a notice related to the formation of the LLC. The newspapers must come out in the county in which the company’s office is located.

Once publication is complete, the publisher of each newspaper will provide the entrepreneur with an Affidavit of Publication which, together with a Certificate of Publication, must be filed with the Division of Corporations.

*The fees are valid as of July 2025.