Form a Limited Liability Company in New York
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How to Form a New York LLC in 10 Steps
LLCs or Limited Liability Companies are typical structures of business. They allow one or more individuals to own portions of your business. All LLC profits will be passed through to members. One key difference with LLCs is that, unlike corporations, a separate tax return does not need to be filed. LLCs are helpful because they reduce exposure to liability for the owners of the LLC.
Generally speaking, in order to form an LLC, you’ll simply need to follow 10 relatively basic steps. Still, it’s important pay pay attention to each and every detail and to follow each step correctly the first time. Read on to learn more:
1. Choose Your Company Name.
Your first step in forming an LLC is to choose a business name — one that no other company has used in the State of New York. This means that you’ll need to run a search to ensure that no other business has your preferred name. If it’s easier for you, SunDoc can also run your name search.
2. Understand the LLC Organizer Requirement.
Next, you have to name an LLC organizer. This must be added to your Articles of Organization form.
An organizer is the person or company that drafts your LLC. By preparing on-line with us, SunDoc Filings will be your organizer. If you choose to prepare and upload your filing with SunDoc, you can name your own organizer.
3. Designate a Registered Agent.
You must designate a registered agent, either a person or a firm. This is required for the Articles of Organization form (see #6). For more information on registered agents and why your company must have one, see our article on Registered Agent Service.
4. Decide Your Ownership and Management Structure.
The Articles of Organization form asks whether your New York LLC will be managed by one manager, multiple managers, or all the members. You must decide whether you want to be a member-managed or a manager-managed LLC. To help you decide, we have created guides for each method: the Member-Managed LLC or the Manager-Managed LLC.
5. Create an Operating Agreement.
New York does not require an LLC to have an Operating Agreement, an implied operating agreement is formed according to the default conditions specified in the law. However, you should determine if the default conditions are in your best interest.
Will your LLC be manager-managed? If so, you will be required to create an Operating Agreement for your company records. Updated New York law states that a manager-managed LLC is only valid when you declare it in both the Articles of Organization and the Operating Agreement.
The Operating Agreement is the legal engine that drives your business, creating its governance, managing its working capital, and paying out its profits. Critical matters of money, voting, liability, and fiduciary constraints are at stake here. The SunDoc guides, Member-Managed LLC and Manager-Managed LLC, are a good source of information, but you may also wish to consult an attorney for advice. Download the Free LLC Operating Agreement to study an attorney-drafted sample Operating Agreement.
6. File the Articles of Organization.
You will be required to file a one-page form with the state of New York called the Articles of Organization. This simple form provides the state with basic details about your company. The moment of your company’s creation will be the moment that the New York Secretary of State accepts your Articles of Organization.
There are several things that you’ll need to have on-hand before you can file your Articles of Organization. The State of New York does not require that you file member names, but you will need: the name of your LLC, your LLC’s address, your registered agent, your chosen management method, and your LLC organizer. You’ll also need to pay a filing fee of $220. You will be required to publish in two newspaper a copy of the Articles of Organization or a notice related to the formation of the LLC and obtain a Certificate of Publication.
SunDoc would be happy to file and publish your Articles of Organization on your behalf if you prefer to have a filing service handle this process or if time is an issue for you and your company members.
7. Obtain an EIN and Open a Business Bank Account.
Congratulations on forming a New York LLC! Remember that whether or not your LLC has any employees, if your LLC has over one member, you will need to obtain an Employer Identification Number from the Internal Revenue Service or IRS. Employer Identification Numbers are also known as EINs. Feel free to file with the IRS on your own, or if you prefer, SunDoc can file for you.
Employer Identification Numbers will be needed for other purposes as well. For example, you’ll need an EIN in order to open business accounts at most banks. You’ll need a business account if you plan to pay for business expenses. You should do this now if you’ve been using a personal account to pay for business expenses up until your LLC formation. At this time, you might also consider hiring an accountant to handle important business related matters.
8. Pay New York State Taxes.
Every year, you will likely be required to pay New York state taxes. You can find additional information about paying New York state taxes on the Secretary of State of New York’s website. Remember that if you sell any goods within New York, you will also need to collect sales tax.
9. Determine Necessary Licenses and Permits.
Most New York companies are required to have one or more business licenses or permits to operate at the city or county level. You may be surprised to discover what’s required. Operating without the proper license or permit can result in expensive fines.
10. File a Biennial Statement.
After the Articles of Organization are filed, the Secretary of State requires that you file a Biennial Statement with the New York Department of State. This includes the business address of the entity, the names and addresses of the members, the agent for service of process, and a brief description of the business. Notice of the biennial statement filing will only be sent to you via EMAIL. Note: please visit www.email.ebiennial.dos.ny.gov to provide an email address to the New York Department of State so they can email notification to you when it is due.
Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.
For additional learning, please visit our LLC FAQs.
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