A limited liability company or LLC is a business entity that is formed according to state law, with each state having its own filing requirements. Under New York LLC law, forming an LLC requires two separate filings with the department of state. After formation, a New York LLC maintains its good standing and right to conduct business by making a biennial filing with the department of state and, depending on the LLC’s chosen tax status, a yearly filing with the department of taxation and finance.
Articles of Organization
The first filing for all New York LLCs is the filing of articles of organization with the department of state. The minimum information required for the articles includes the LLC’s name, the location of the LLC’s principal office, a mailing address for use by the secretary of state, and a designation of the secretary of state as the LLC’s registered agent. The department of state provides a pre-printed form of the articles that you can download, complete and file. Alternatively, you can file the articles electronically using the feature on the department of state website called "Application for Articles of Organization" (see Resources). As of December 2010, you must submit a filing fee of $200 with the articles.
Certificate of Publication
The second filing for a New York LLC involves a certificate of publication, which must be done within 120 days after filing the articles with the department of state. The certificate of publication must be filed with an affidavit of publication from two newspapers. The affidavit must indicate that information taken from the articles of organization was published at least once per week for six consecutive weeks. The newspapers that you must use are specified by the county clerk in the county where the LLC’s principal place of business is located as specified in the articles. The Department of State can cancel or suspend the LLC if this filing is not made.
All LLC’s doing business in New York, including foreign LLCs, must file a biennial statement with the department of state. This statement is required to inform the secretary of state of the address of record for the LLC. If the secretary of state is served with a legal document on behalf of the LLC, these documents will be mailed to the address in the biennial statement. The filing date for the biennial statement is the calendar month that the LLC filed its articles of organization for domestic LLCs, or its application for authority for foreign LLCs. As of December 2010, the filing fee for the biennial statement is $9.
Under both federal and New York state tax law, an LLC can choose to be taxed as a corporation or partnership, or if the LLC has only one member, a sole proprietorship. If the LLC chooses a partnership tax status, New York law requires the filing of a partnership return and payment of a special tax or fee that is determined by the number of members in the LLC. As of December 2010, the fee is calculated by multiplying the number of members by $50. There is a maximum fee of $10,000 and minimum fee of $315.
- New York Department of State: Forming a Limited Liability Company in New York
- New York State Legislature: Limited Liability Company Law § 203 Formation
- New York Department of State: § 206 Affidavits of publication
- New York Department of State: Biennial Statements for Business Corporations & Limited Liability Companies
- New York Department of Taxation and Finance: Form IT-204-LL