How to Form an LLC in New York (2026)
Reviewed by DocDraft Legal Team · New York · Last updated 2026-08-06
A limited liability company (LLC) is a business structure that legally separates the company from the people who own it, so the owners are generally not personally responsible for the company's debts. Forming one in New York means filing a formation document with a state agency and paying its fee to bring the company into legal existence. In New York you create an LLC by filing the Articles of Organization with the Department of State, Division of Corporations, and paying a $200 filing fee. One feature makes New York different from most states and adds cost and a deadline. Within 120 days of formation, New York requires you to publish a notice of the LLC in two newspapers for six consecutive weeks and then file a Certificate of Publication with the Department of State for a $50 fee. New York also requires a Biennial Statement every two years for a $9 fee, and it charges an annual filing fee tied to New York source gross income, ranging from $25 to $4,500. New York LLCs are governed by the New York Limited Liability Company Law. This guide explains what an LLC is, the exact New York steps and fees, and the deadlines that keep the company in good standing.
Find out where you stand in New York
Where are you in forming your LLC?
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How do you form an LLC in New York?
File the Articles of Organization with the New York Department of State, Division of Corporations, and pay the $200 filing fee. The LLC exists once the Department of State files the document. Within 120 days you must publish notice in two newspapers for six consecutive weeks and then file a Certificate of Publication for a $50 fee.
What is the New York LLC publication requirement?
Within 120 days of formation, a New York LLC must publish a notice in two newspapers, one daily and one weekly, chosen by the county clerk of the county where the LLC is located, for six consecutive weeks. After publishing, the LLC files a Certificate of Publication with the Department of State for a $50 fee. Missing it can suspend the LLC's authority to do business.
Does a New York LLC have to file a Biennial Statement?
Yes. Every New York LLC must file a Biennial Statement with the Department of State every two years, in the anniversary month of its formation. The fee is $9. The statement updates the address to which the Department of State forwards legal process it receives on the LLC's behalf and keeps the company in good standing.
What annual fee does a New York LLC pay?
New York charges LLCs treated as partnerships or disregarded entities an annual filing fee based on New York source gross income, ranging from $25 to $4,500. Single-member LLCs and LLCs with no New York source gross income pay the $25 minimum. This fee is separate from the $200 formation fee and the $9 Biennial Statement fee.
New York LLC formation at a glance
You form a New York LLC by filing the Articles of Organization with the Department of State, Division of Corporations, for a $200 filing fee. What sets New York apart is the newspaper publication requirement. Within 120 days of formation, the LLC must publish a notice of its formation in two newspapers, one daily and one weekly, designated by the county clerk of the county where the LLC's office is located, for six consecutive weeks. The LLC then files a Certificate of Publication with the Department of State for a $50 fee. Newspaper publication costs vary widely by county and can far exceed the state fees, especially in Manhattan. New York also requires a Biennial Statement every two years for a $9 fee, filed in the LLC's anniversary month, rather than the annual report many states use. On top of that, New York charges an annual filing fee tied to New York source gross income, from $25 for the smallest LLCs up to $4,500 for the largest. Every New York LLC designates the Secretary of State as its agent for service of process by law and may also name a separate registered agent. The governing statute is the New York Limited Liability Company Law.
Forming a two-owner New York LLC, step by step
Suppose two friends in Brooklyn want to open a small design studio as an LLC. First they search the New York Department of State's business entity database to confirm their name is available and includes a designator such as LLC, and they can reserve the name for a $20 fee while they prepare paperwork. They decide on the county where the LLC's office will be located, since that county controls the publication step later. They then file the Articles of Organization with the Department of State, Division of Corporations, and pay the $200 filing fee. The LLC legally exists once the Department of State files it. Within 120 days, they contact the county clerk of their county to get the two designated newspapers, one daily and one weekly, publish the required notice for six consecutive weeks, and then file a Certificate of Publication with the Department of State for a $50 fee. Because they have two members, they also write an operating agreement setting each owner's percentage and how profits split. New York requires LLCs to adopt an operating agreement, though it is not filed with the state. They apply to the IRS for a free EIN so the partnership can file taxes and open a bank account. Finally they calendar the Biennial Statement, due every two years in their anniversary month for a $9 fee, and the annual filing fee to the Department of Taxation and Finance, which is $25 for an LLC with little or no New York source gross income and rises to as much as $4,500 for a high-revenue LLC.
Relevant Laws
New York Limited Liability Company Law
The New York LLC Law governs the formation, management, and dissolution of every New York LLC. It sets who may form an LLC, the required contents of the Articles of Organization, the designation of the Secretary of State as agent for service of process, and the default rules for member-managed and manager-managed companies.
LLC Law § 203 (Articles of Organization)
Requires an LLC to be formed by filing Articles of Organization with the Department of State. The articles state the LLC's name, the county in New York where its office is located, and the designation of the Secretary of State as agent for service of process. The filing fee is $200.
LLC Law § 206 (Publication requirement)
Requires a New York LLC, within 120 days after its Articles of Organization become effective, to publish a copy of the articles or a notice with the substance of the articles in two newspapers of the county where the LLC is located, one daily and one weekly, designated by the county clerk, for six successive weeks. The LLC then files a Certificate of Publication with the Department of State for a $50 fee. Failure to publish can suspend the LLC's authority to carry on business.
LLC Law § 301 and § 302 (Secretary of State as agent; registered agent)
Every New York LLC designates the Secretary of State as its agent upon whom process against the LLC may be served. The LLC provides an address to which the Secretary of State forwards any process received. An LLC may also designate a separate registered agent in New York in addition to the Secretary of State.
LLC Law § 301(e) (Biennial Statement)
Requires every New York LLC to file a Biennial Statement with the Department of State every two years, in the anniversary month of the filing of its Articles of Organization. The statement updates the address to which the Secretary of State forwards process. The filing fee is $9.
N.Y. Tax Law § 658(c)(3) (annual LLC filing fee)
Imposes an annual filing fee on LLCs treated as partnerships or as disregarded entities for tax purposes, based on New York source gross income. The fee ranges from $25 to $4,500. Single-member LLCs and LLCs with no New York source gross income pay the $25 minimum. It is paid to the New York State Department of Taxation and Finance and is separate from the formation fee.
IRS federal tax classification (default pass-through)
The IRS does not tax the LLC as a separate category. By default a single-member New York LLC is disregarded and taxed like a sole proprietorship, and a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S corporation or C corporation treatment. This federal classification is separate from New York's annual filing fee, which applies either way.
Regional Variances
How forming an LLC in New York differs from other states
The newspaper publication requirement
This is the headline difference. Under LLC Law § 206, a New York LLC must publish notice in two newspapers, one daily and one weekly, for six consecutive weeks within 120 days of formation, then file a Certificate of Publication for a $50 fee. Most states have no publication requirement at all. The newspaper costs vary sharply by county and, in high-cost counties like New York County, can run into hundreds or thousands of dollars, far more than the state fees.
Biennial Statement, not an annual report
New York requires a Biennial Statement every two years for a $9 fee, filed in the LLC's anniversary month. Many states require an annual report instead. The biennial cadence and small fee are distinctive, but the easiest way to fall out of good standing is forgetting the filing in the off-year cycle.
Annual filing fee tied to New York source income
New York charges LLCs an annual filing fee based on New York source gross income, from $25 up to $4,500, paid to the Department of Taxation and Finance. Many states charge a flat fee or none. A smaller New York LLC pays the $25 minimum, but a high-revenue one can owe substantially more.
The $200 formation filing fee
New York's Articles of Organization filing fee is $200, higher than many states charge to form an LLC. Combined with the mandatory publication cost, the real cost to launch a New York LLC is often well above the headline $200 filing fee.
Secretary of State as agent for service of process
New York designates the Secretary of State as every LLC's agent for service of process by law, and the LLC gives an address for forwarding. Many states instead require you to name a private registered agent with a street address in the state. A New York LLC may name a separate registered agent, but it is not required to have one beyond the Secretary of State.
Suggested Compliance Checklist
Confirm your LLC name is available and compliant
Before filing days after startingSearch the New York Department of State's business entity database to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Department of State for a $20 fee while you prepare your Articles of Organization.
Choose the county for your LLC's office
Before filing days after startingDecide which New York county your LLC's office will be located in, because you name it in the Articles of Organization and that county's clerk designates the two newspapers you must use for publication later. Publication costs vary a lot by county, so this choice affects your total formation cost.
File the Articles of Organization with the Department of State
To create the LLC days after startingFile the Articles of Organization with the New York Department of State, Division of Corporations, and pay the $200 filing fee. The LLC legally exists only once the Department of State files it. Keep the filed confirmation as proof of formation.
Complete newspaper publication and file the Certificate of Publication
Within 120 days of formation days after startingWithin 120 days of formation, publish a notice of your LLC in the two newspapers designated by the county clerk of your LLC's county, one daily and one weekly, for six consecutive weeks. Then file a Certificate of Publication with the Department of State for a $50 fee. Missing this can suspend the LLC's authority to do business in New York.
Adopt an operating agreement
At or soon after formation days after startingPut the ownership percentages, profit split, management structure, and exit rules in writing. New York's LLC Law requires members to adopt an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the law's default rules. Attorney review of the agreement is available as an option through DocDraft.
Get a federal EIN from the IRS
Before opening a bank account or hiring days after startingApply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate.
Calendar the Biennial Statement
Every two years, in the anniversary month days after startingFile a Biennial Statement with the Department of State every two years, in the anniversary month of the month you filed your Articles of Organization. The fee is $9. It updates the address to which the Secretary of State forwards legal process. Missing it can put the LLC out of good standing, so calendar the date.
Pay the annual LLC filing fee to the Department of Taxation and Finance
Annually, by the tax return due date days after startingIf your LLC is treated as a partnership or disregarded entity, you owe an annual filing fee based on New York source gross income, from $25 up to $4,500, paid to the Department of Taxation and Finance. Single-member LLCs and LLCs with no New York source gross income pay the $25 minimum. Confirm current thresholds and due dates with the Department of Taxation and Finance.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm your LLC name is available and compliant | Search the New York Department of State's business entity database to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Department of State for a $20 fee while you prepare your Articles of Organization. | - | Before filing |
| Choose the county for your LLC's office | Decide which New York county your LLC's office will be located in, because you name it in the Articles of Organization and that county's clerk designates the two newspapers you must use for publication later. Publication costs vary a lot by county, so this choice affects your total formation cost. | - | Before filing |
| File the Articles of Organization with the Department of State | File the Articles of Organization with the New York Department of State, Division of Corporations, and pay the $200 filing fee. The LLC legally exists only once the Department of State files it. Keep the filed confirmation as proof of formation. | - | To create the LLC |
| Complete newspaper publication and file the Certificate of Publication | Within 120 days of formation, publish a notice of your LLC in the two newspapers designated by the county clerk of your LLC's county, one daily and one weekly, for six consecutive weeks. Then file a Certificate of Publication with the Department of State for a $50 fee. Missing this can suspend the LLC's authority to do business in New York. | - | Within 120 days of formation |
| Adopt an operating agreement | Put the ownership percentages, profit split, management structure, and exit rules in writing. New York's LLC Law requires members to adopt an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the law's default rules. Attorney review of the agreement is available as an option through DocDraft. | llc-operating-agreement | At or soon after formation |
| Get a federal EIN from the IRS | Apply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate. | - | Before opening a bank account or hiring |
| Calendar the Biennial Statement | File a Biennial Statement with the Department of State every two years, in the anniversary month of the month you filed your Articles of Organization. The fee is $9. It updates the address to which the Secretary of State forwards legal process. Missing it can put the LLC out of good standing, so calendar the date. | - | Every two years, in the anniversary month |
| Pay the annual LLC filing fee to the Department of Taxation and Finance | If your LLC is treated as a partnership or disregarded entity, you owe an annual filing fee based on New York source gross income, from $25 up to $4,500, paid to the Department of Taxation and Finance. Single-member LLCs and LLCs with no New York source gross income pay the $25 minimum. Confirm current thresholds and due dates with the Department of Taxation and Finance. | - | Annually, by the tax return due date |
Frequently Asked Questions
An LLC, or limited liability company, is a business structure that legally separates the company from its owners, called members. The members are generally not personally responsible for the company's debts or lawsuits, so a creditor usually cannot reach a member's home or personal savings for a business obligation. In New York, LLCs are created and governed under the New York Limited Liability Company Law. The structure pairs that liability protection with pass-through taxation and lighter paperwork than a corporation, which makes it the most common choice for small New York businesses.
You file the Articles of Organization with the New York Department of State, Division of Corporations, and pay a $200 filing fee. The LLC legally exists once the Department of State files the document. That $200 is higher than many states charge, and it is only the starting cost, because New York also requires newspaper publication and a $50 Certificate of Publication within 120 days. You can reserve a name in advance for a $20 fee if you are not ready to file the Articles yet.
Yes. Under LLC Law section 206, within 120 days of formation your New York LLC must publish notice in two newspapers, one daily and one weekly, chosen by the county clerk of the county where the LLC is located, for six consecutive weeks. You then file a Certificate of Publication with the Department of State for a $50 fee. Newspaper costs vary sharply by county and run highest in Manhattan. Skipping this step can suspend the LLC's authority to do business, so budget for it up front.
New York uses a two-year cycle rather than an annual report. Every New York LLC files a Biennial Statement with the Department of State every two years, in the anniversary month of its formation, for a $9 fee. The statement updates the address the Secretary of State uses to forward legal papers served on the LLC. The small fee is easy, but the biennial timing catches people who forget in the off year, so calendar the anniversary month when you form.
New York does not call it a franchise tax, but it charges an annual filing fee to LLCs treated as partnerships or disregarded entities, paid to the Department of Taxation and Finance. The fee is based on New York source gross income and ranges from $25 to $4,500. Single-member LLCs and LLCs with no New York source gross income pay the $25 minimum. This is separate from the $200 formation fee and the $9 Biennial Statement, and amounts can change, so confirm current figures with the department.
New York is different from most states here. By law, every New York LLC designates the Secretary of State as its agent for service of process, and you give an address where the Secretary of State forwards any papers received. You are not required to hire a separate registered agent, though you may name one in addition if you want a local contact to receive documents directly. Keep your forwarding address current through the Articles of Organization and the Biennial Statement.
You can form a New York LLC yourself by filing the Articles of Organization, arranging newspaper publication, filing the Certificate of Publication, and tracking the Biennial Statement and annual filing fee. Many owners handle it alone, though the county publication step and an operating agreement for multiple members are where a review helps most. DocDraft provides guided LLC documents, and attorney review is available as an option if you want a licensed attorney to look over your paperwork before you file.
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