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Starting a New York LLC
A New York Limited Liability Company (LLC) is a legal structure used to protect your personal assets (home, car, bank account) in the event your business is sued.
An LLC can be used to operate a business, or an LLC can be used to hold assets (such as real estate, vehicles, boats, or aircraft).
Forming an LLC in New York is simple. Search your New York LLC name in the state database, file your New York LLC Articles of Organization and pay the state filing fee ($200), then publish 2 ads to meet the New York Publication Requirement (Part 1 and Part 2).
After your New York LLC is approved, file your Certificate of Publication ($50), complete your LLC Operating Agreement, obtain a New York EIN Number. Then, start filing your Biennial Statements and pay your LLC Taxes.
Need to save time? Hire a company to form your LLC:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)
(check out Northwest vs LegalZoom)
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.
NEW YORK LLC GUIDE
Follow the lessons below to form your New York LLC.
Hello
I had accidentally input the wrong zip code for my registered agent while filing my Articles of Org. I am using Northwest, and the only thing wrong on it is that I wrote my home zip code by accident. Is this a problem? How would I remedy this if so?
Hi Anisa, is the LLC already approved, or did you just recently mail in the forms?
We got our bill for almost $1300 when we formed our LLC in upstate NY. Does this seem high or is this average?
Hi Rebecca, where did you receive the bill from? Is this from an attorney or a newspaper for publishing ads?
It was from an attorney
It was from our attorney
Thanks. Curious, did it include the newspaper publication requirement (runnings ads, and filing the Affidavits of Publication with your Certificate of Publication)? Either way, that’s pretty standard for an attorney to handle the process. Hope that helps.
Hi Rebbeca:
I want to register a LLC Business in NY, I am looking for a atorney for that, can you kindly send me the information of the atorney who help yoy with your company? I am really appreciate that…thanks
I followed the steps for forming LLC from your youtube video for NY state Albany County. I received a confirmation email with the digital copy of the company certificate copy. Does that mean that I am all set and the company is formed successfully? Do they send any documents to me or my agent?
Hey Silas, yup, you’re all set! The state will actually be emailing you your stamped and approved Articles of Organization. Nothing is sent to the Registered Agent.
Thanks for your great videos.
Do I need to file for a trademark with NYS before filing for my llc?
What is the link to file my llc?
If you want your trademark owned by your LLC (and not you), then you’d form the LLC first. Also, filing a trademark with the state only offers statewide protection (not national protection). If you want national protection on a trademark, you’d file with the USPTO. Either way, we strongly recommend working with an IP attorney. Regarding the online filing for LLCs in NY, visit this link: https://www.dos.ny.gov/corps/index.html, then look under “Select Links” in the right sidebar. Under “Online Filings”, click “LLC Formation”.
Hello
I am planning to start an LLC with a lengthy name. (like for example Alice wonderful Services llc) . But for my LLC email i will be using a shortcut of my LLC (for example Alice@aws.com). For registration purposes in NY State, should i need to use both the names like Alice wonderful Services ( ( AWC ) LLC or can i use ONLY the Alice wonderful Services LLC to register and use the AWC.com as my company’s email address. If i register only the Alice wonderful Services LLC, will there be a chance that someone can register their company as AWC LLC after my registration.
I am planning to apply for the government services as AWC LLC.
In the paper advertisements do i need to advertise both the names?
Hi Alice, there’s a few things going on here. First, the email address does not matter at all, so you can use anything you’d like. But more importantly, you can’t register with 2 LLC names (unless you filed 2 different LLCs). You’d have to either pick the long version or the short version. You can however, form an LLC with the long name (ex: “Alice Wonderful Services LLC”), and then file an Assumed Name for the short name/abbreviation (ex: “AWS”). But you cannot include the letter “LLC” in the Assumed Name since an Assumed Name and an LLC are two different things. You also cannot form an LLC called “Alice Wonderful Services LLC” and then apply for government services using “AWS LLC”, since you don’t own an LLC by the name “AWS LLC”. You can apply under your Assumed Name though (“AWS”). However, on a lot of government registrations, they’ll want both the full legal name (the LLC name) and any Assumed Names (also known as DBA or Fictitious Name). Further, if you form an LLC called “Alice Wonderful Services LLC”, then yes, someone else can form an LLC called “AWS LLC”. There is no way to control “Alice Wonderful Services LLC” and “AWS LLC” unless you formed 2 LLCs. Hope that helps.
Matt,
Thanks for all the valuable information your site has to give.
If I form a LLC in New York and then move to Delaware, how difficult is it to move my LLC to Delaware? What needs to be done?
Thanks,
Rich
Hey Rich, thanks for the kind words! When are you moving to Delaware? “Moving” the LLC is usually a pain in the ass, so let me know your timeframe and I should be better able to point you in the right direction. There are usually 3 ways to move an LLC: 1) Shut down NY LLC + form new DE LLC, then transfer assets, setup new bank account, get new EIN, and close account with NY Dept. of Revenue. 2) File Foreign LLC registration in DE. You’ll technically be operating a NY LLC in DE with this filing. 3) Domestication, which is filing a Certificate of Conversion along with a Certificate of Formation (filed at the same time), then dissolving your NY LLC later. But why setup a NY LLC only to shut it down/convert/transfer it so soon. You might drive yourself crazy. If your moving to DE relatively soon, it’ll be easiest/simplest to just form a Domestic LLC in Delaware. Hope that helps.
Hi Matt,
Thanks for your quick responce.
I hope to have my New York house sold and be down in Delaware within the next 6 months.
Will I need to set up a Foreign LLC in NY during the 6 months and if so how do I do that?
I’m lost when it comes to this and would greatly appreciate any additional advice you can share with me.
Thanks again,
Rich
Hey Rich, you should be okay to just set up a DE LLC and not worry about the NY foreign registration. It’ll be quite a hassle to file a foreign LLC in NY, meet their publication requirements (which takes a couple months), then cancel the foreign registration. Hope that helps. Let me know if you have any followup questions.
Hi Matt, so happy to have found this site! I had paid to form my first LLC and it cost me $1600 and the lawyer went awol after he finished up to getting me an ein but never published and file for certification of publication so did that myself.
I’m creating a new online business with a partner this time and we have a question about publishing for 6 weeks. We are going to give NYS Queens county address for mails but would like to publish in Albany. Do we absolutely need an Albany Agent? In NYS I read it is not necessary on another online article to have an agent.
Hello Ahreum, apologies for the slow reply. First, thanks for the kind words! Second, bummer to hear about your crappy experience. You don’t need a Registered Agent in New York, since the Secretary of State serves as the Agent for Service of Process, but hiring a Registered Agent allows you to state that you have an office in Albany, so you can publish there, and then “move” your office back to Queens County. Hope that helps.
Hi, you are doing such great work with this site! I thank you very much for all the information! I am about to use IncFile’s service and realized that after entering Northwest Registered Agency’s address as my office address (yes, I ordered their services through their site – thank you so much!), IncFile is now asking me for my Registered Agency’s address or if I wish to use their address. Do I repeat the same address I gave as my office address in this section or should I claim myself as my own registered agency for now since I am using my RA’s address as my office address? I don’t want to delay my application by fumbling this part. Any help would be great! Thank you!
Hi Marlo, thanks so much! I appreciate the kind words. I can’t guarantee that IncFile will file everything correctly, so I’m not 100% sure. You might want to contact them and double-check. They are faster by email than by phone. Also, have you considered filing the Articles of Organization yourself? You’ll get it more precise this way.
You suggested using Northwest as a Registered Agent. Why do they charge for EIN when it free? I’m thinking about signing up with them but the fees don’t make since after watching videos
Pretty much any company doing work for you will charge money. Although the cost if free from the IRS, I’ve never seen someone or a company offer to do the work for you at no cost. It’s sort of the “norm” in this industry. But we have a free guide on how you can get it yourself here: LLC Federal Tax ID Number. Make sure your New York LLC is approved first before getting your EIN. Hope that helps.
Hi Matt,
First, I’d like to thank you for providing all of this information for free! It’s really been a huge help. Secondly, I plan on using the registered agent method but I also want to have a dba. I checked out the form from the offical website and it asks about the counties the business will be conducting business. My question is whether or not I should wait until after the publication requirements are met and i change the business address to file for the dba? Or should I file after forming the llc and use the registered agent address and the intended future address?
Again thanks for providing such great content!
Hey Deja, thanks for the nice comment. You’re very welcome! If you can, it’ll make things easier if you wait until the publication requirement is met and your address is changed back before filing the DBA. Hope that helps.
Yes, this definitely helps. Thank you!
You’re welcome Deja :)
Hi Matt, I’ve already filed for my LLC in NYC through Legal Zoom and am using their recommended Registered Agent. Is it possible to change my RA to the recommended one in Albany for the publication process and then change both my address and agent back again after receiving the newspaper affidavits? Thanks!
Hi DG, yes, you can do that. You’ll need to get in touch with LZ and see how they handle the process of cancelling their Registered Agent services (and hopefully providing you a refund). If you’ll be filing the changes yourself (the “change to” and the “change back”), you’ll use the Certificate of Change form. Just make sure to review how your Articles of Organization is completed in order to make sure you are editing/changing the correct items. Hope that helps.
Good afternoon der Sir
I posses LLC formed in Delaware with EIN and registered agent adress.
I pay in time franchise tax and registered agent fee, also FBAR report in time.
Do not work any bussines in USA, all my works are in Europe, basicaly my residency and physical adress is Serbia.
Please advice, what is the procedure to transfer my company from Delaware to New York and what would be the costs for transfer and what costs I will have in New York?
Also plase advice can you be my agent in New York?
Thank you
Ivica
Hi Ivica, New York doesn’t allow for “redomestication” (transferring/moving an LLC form one state to another). You’ll need to either register your Delaware LLC as a Foreign LLC in New York or dissolve your LLC in Delaware and form a Domestic LLC in New York. If you want to keep the bank account and EIN, it may be easier to register as a Foreign LLC. Keep in mind, either way, you’ll still need to meet New York’s newspaper publication requirement. If you do the Foreign LLC registration, you’ll need to maintain both LLCs and keep them good standing (by filing Annual Reports). We don’t offer Registered Agent services directly, but we do have recommendations on our website. Hope that helps.
Hi! I’m starting an e-commerce business soon. Do I need to go through the whole process before I start selling. How soon can I start selling
Hi Kathy, if you’re going to run this e-commerce business through your LLC, then yes. You’ll want to set up your LLC first and then operate your business activities through your LLC. Hope that helps.
Greetings! I am a retired NYState (tax home) resident residing in the Caribbean. I would like to engage in a Business Yacht Management program as an active participant. There seems to be a push on forming this type of LLC in Delaware and placing the asset in the LLC. If the LLC is getting clients not just the USA but also worldwide, is it still a good option to go with the NY LLC?
Hi Les, I don’t know the answer to this question. I recommend running it by a few business attorneys. Thanks for your understanding.
My question might be very overboard but I have been following your educational series since last year and I thought I give it a shot. Sorry in advance.
I formed (one member) LLC in NY (Suffolk County), I have registered agent in Albany as you suggested in one of your youtube videos. (mainly for publication)
I moved to MA and nature of my work is the internet. I change states every year due to nature of my main job. Should I file the change of address everytime or keeping the registered agent is enough?
Thank you
Hi Silas, changing your NY LLC address (I’m assuming you mean the “address for forwarding service of process”) doesn’t “move” your LLC from state to state. It just allows you to get forwarded service of process if it’s served on your LLC. Hope that helps.
I reside in New York and have a sole proprietorship (assumed name) and want to convert it to an LLC and then apply to be certify as Minority Business which must be one year old My question is how do I change or update the existing sole proprietorship to an LLC without loosing my EIN and bank account because I believe those are what will give the history of the business ( I need the history of the sole prop to reflect in the new LLC
Hi Gbenga, you’ll want to check with the certifying authority for how they determine history, because I doubt it will be via a bank statement. We have info on changing from a Sole Proprietorship to an LLC here: change from Sole Proprietorship to LLC. You can keep the EIN (and transfer it over to the LLC by sending a letter to the IRS) or you can get a new one after your LLC is approved. Regarding the bank account, I’d visit a branch and see if they can “convert” your Sole Proprietorship bank account over to one in the name of the LLC. Hope that helps.
Thank you Matt, God bless!
Hi Matt,
I recently opened an llc in NY, now im hearing its better if i file for s-corp tax status since i would need to pay ss and medicare tax on total net vs s-corp i will only have to pay on payroll i take, I.E. if i net 500k in llc i will have to pay 15.3% on 500k but s-corp if i take 100k salary i will only pay 15.3% on 100k, is that true?
or there’s a limit on llc for how much SS and medicare taxes i pay?
Hey Al, yes, those are the basics and that is true. There are a bit more details to it though, however, we’ve written about all that here: LLC taxed as S-Corp. Hope that helps.
Hi Matt,
I would like to have a prayer line, where people can meet to pray. it is not a church but we would like to be able to spread the gospel in the streets by distributing flyers or talking to people who want to hear what the word of God says. and helping my community by giving food and clothes to those in need. I want it to be done properly and legally. Here are my questions for you:
1) do I need more than 2 people to start it? (if 2 is ok could it be me and my wife)
2) which one I need to take LLC, corporation or incorporate
Hi Marcel, no, you don’t need 2 people to start an LLC. All states allow for a Single-Member LLC (1 owner). A Corporation (noun) and incorporate (verb) are the same thing. When one incorporates they are forming a Corporation. As far as which to choose, we have that info here: LLC vs Corporation. Hope that helps!
hi
I filled an NY LLC and mistakenly wrote a wrong County
what do i do now ?
You can file a Certificate of Change to make the correction.
How do i obtain a sealed certificate of organization? An attorney created the LLC for me, gave me my EID #, but the bank said they couldnt create a business bank acct with just the #. They need a sealed certificate of organization and the attorney isn’t responding timely.
Hi David, you would need to send a written request to the New York Division of Corporations for a Certified Copy of your Articles of Organization. The state has instructions here: ordering copies from the Division. Do you have a plain/regular copy of the Articles of Organization? The majority of the time, your stamped and approved Articles of Organization (non-certified), EIN Number (not EID), and Operating Agreement are all that’s need to open an LLC business bank account. Hope that helps.
Say I was making a business called Tomorrow For Two and I wanted to use a shortened version of T4T, would that need another LLC and separate trademark?
Thanks in advance!
Hey Justin, that would be neither another LLC nor a trademark. That would be a DBA (“Doing Business As”). It allows your LLC to legally operate and do business under a name that is different than your LLC’s true and legal name. By the way, DBA is the more commonly used name, but in New York, they are are referred to as Assumed Names. Also, they are filed at the county-level and not with the Department of State. If anyone else is reading this and would like to learn more about if a DBA is necessary for their LLC, check out our article here: Do I need a DBA? Hope that helps!
Hello Matt! in January 2018, I was able to do just 1-4 steps of your lessons and got online filing receipt from NYS Department of State. Then the situation changed and I moved out of State. What variants do I have now with that LLC ? Should I close it or transfer to my current State? It never got Tax ID number, I never opened a bank account for that LLC. And never provided any service. Please advice. Thank you so much!
Hey Kate! Will you be changing your residency to the new state? If so, the easiest route to take would be to dissolve the New York LLC and set up an LLC in the new state where you’ll be living and doing business from. Hope that helps.
Hi Matt, my fiance and I filed a DBA partnership in the county where she lives, Cook, county IL; I reside in NYC. We also have an EIN for the partnership. However, we have not opened a business bank account or conducted any business under the name of the partnership yet. We plan to move to Maryland before the end of 2018, and will start to generate business activity/revenue in NY, MD and IL over the next couple of months. We have done some branding (we are a consulting/ marketing business) in the name of the partnership and would like to keep it as we look to form the LLC. My question is which state should we form the LLC in and can we retain the existing name and EIN?
Hi Ron, in which state will most of the business activity be ran from? That’s likely the state where you’ll be doing business from (and where you should form the LLC). You’ll want to get a new EIN for your LLC after it’s approved. Hope that helps.
Hi Matt
I want to register a LLC Business in New york but I will be working with this overseas of the country, how much I must pay for the state fee each year?
Even though I am read about wyoming state and the beneficts, which of both is better for me?
I am a sole owner and foreign, non US Resident….
Hi Herluy, for ongoing fees and taxes in NY for non-resident business owners, you’ll want to speak to an accountant. We’re unable to provide that information as it depends on multiple factors. Once you decide on where to form your LLC, we have infomration on EIN and banking for non-US residents: How to apply for an EIN without an SSN and Non-US residents opening US LLC bank account. Hope that helps.
Hi Matt, my LLC registered in New York and we planning to have some remote workers outside the US. How we do about that? Is that going as an extended office?
Hey Kushan, I don’t fully understand the context of your question. You could just hire them as contractors on behalf of your LLC. Keep track of what your LLC pays them as it is a business expense. You won’t have to issue them 1099s at the end of the year since they are non-US persons. Hope that helps.
Hi Matt,
I am trying to form an LLC with two organizers/members. When I fill out the LLC articles of organization form, I don’t see an option to select a multi-member LLC.
Should I just add two names within the ‘organizer’ section of the document?
Your advice is greatly appreciated.
Thank you!
Hey Michael, an LLC Organizer is not automatically an LLC Member by nature of being listed in the Articles of Organization. In fact, the New York LLC Articles of Organization doesn’t ask for Member information. That would be included in the New York LLC Operating Agreement. For more info, please see LLC Organizer vs LLC Member. Hope that helps!
HI Matt,
I filed an LLC document and created a business accnt with my bank. My bank is now asking for a Beneficiary Ownership Declaration. Do you have any suggestion on who could contact to get this document. One accnt said it would cost $650 and it looked very steep. Do you have any suggestions?
ty!
Hi Ash, first, it’s weird that the bank doesn’t have their own form (most major banks do). And second, it’s crazy that someone wants to charge you $650 to prepare the form. You can find a free Beneficial Ownership Declaration Form from FinCEN (the bureau responsible for these new banking regulations). We linked it on this page: Beneficial Ownership Rule and LLC Bank Accounts. Hope that helps!
Hi Matt,
I’d like to change my single member LLC from myself to my wife. Can you please suggest how we can do that? I called Northwest and they said they cannot do this.
thanks!
Hi Yuri, below is the general overview, however, it’s best practice to work with a competent attorney on something like this.
– Review the Operating Agreement to check procedure for adding/removing an LLC Member.
– Draft a Resolution documenting the decision.
– Prepare an Assignment/Transfer of LLC Membership Interest (you need to transfer your LLC interest to your wife).
– Change the LLC EIN Responsible Party
– Amend the Articles of Organization (if there are applicable changes). Note: Members aren’t listed on the NY LLC Articles of Organization.
– Update the NY Department of Taxation and Finance
– Update bank account
– Update debit/credit cards (if applicable).
– Also, there may be other places where you need to make updates.
As an alternative, you could also dissolve this LLC (or keep it open) and have your wife form a new LLC. Hope that helps!
Good Day Matt,
I am from Pakistan and want to register LLC in USA for Amazon business.
I have few questions as I am not clear about that points.
1- To register LLC, is it necessary to hire the accountant? If I apply online on my own then what hurdles can be there?
2- I have heard office manager should be trustworthy person because office manager of your LLC has complete access to US Bank account. His signatures are there even his name is there on debit card of your LLC under your LLC’s name. So it there is possibility that he can cheat. How we can mitigate this problem.
Regards,
Matt,
I received an LLC Request for Information from the NY State Dept of tax that requires a response within 15 days. One of the fields on that form is business address. Northwest is my registered agent in Albany County, though the business address will be in Putnam County once the publication period ends. Should I respond with the Putnam County Address now on this form, even though Northwest is listed under the Albany address for the time being? TIA
Eric
Hi Eric, great question. You should use your Putnam County address on the LLC Request for Information. Northwest doesn’t want to be handling your LLC’s tax correspondence with the NY Department of Taxation & Finance. But don’t worry, this form doesn’t affect the newspaper publication requirement. These are two separate things. Also, the 15 day rule is not a hard rule and there is no penalty for submitting the LLC Request for Information later than 15 days. You do want to get it in, but you don’t have to stress and get it out the door right away. Hope that helps!
Hi!Matt, my partner and I are trying to form en LLC, the issue is that he doesn’t have a SSN but I do.
My question is to know if we still can form the LLC using my SSN only.
Thank u!
Hi Bazomboue, no worries. You can still get an EIN for your LLC. First, only one person is listed with the IRS. That person is known as the EIN Responsible Party. If you are going to be the Responsible Party, you can obtain the EIN by mail, fax, or online (online is the fastest). If your partner wants to be the Responsible Party, he can only apply by mail or fax (not online). He doesn’t need an SSN or ITIN to get an EIN for your LLC. However, the approval time will be much slower (4-6 weeks). Please see how to get EIN without SSN for more details. If you are going to be the Responsible Party, you can obtain the EIN online from the IRS after your LLC is approved by the state. You can find instructions here: how to get an EIN for LLC. Hope that helps!
Hi Matt,
Thank you for providing the great information. My question is. Is it possible to add beneficiary to SMLLC operation agreement (Formed in New York State) to transfer ownership in case death or disability of the member? If yes, do you have the sample of the wording?
Thanks.
Yes, you can customize your Operating Agreement to transfer ownership upon death. We don’t provide any sample wording at this time. We recommend working with an attorney (maybe an estate planning attorney) to get it properly drafted. Hope that helps.
Hey Matt, we’re deciding whether to file our LLC in NY or Delaware. 3 out of the 4 co-founders are located in NY (one is international), but the company will be doing on-line sales of a hardware device nationwide. I seem to be finding conflicting information regarding how taxes will be paid. Are we better off filing in NY since the device will be assembled and shipped from NY, or Delaware because anyways we’re selling nationwide?
Hi Bobak, an LLC is supposed to be formed/registered in the state(s) where it is transacting business. That has much more to do with where you are running your operations from and not where your customers are located. It sounds to me like you are doing business in New York. If you form in Delaware, you’ll likely run into the need to register your Delaware LLC as a foreign LLC in New York. You’ll want to speak to an accountant to dive into the details, but you’ll liked pay taxes in New York. Hope that helps.
Thank you Matt!
For staffing and consulting business what principal activity of business comes under? is it just consulting?
also has or expects to have employees who will recieve w-2 forms in next 12 months? I am not sure at the moment so it will be no right
Many Thanks!
Hitesh
Hi Sunny, are you asking about the EIN Number for LLC? Typically, you would categorize the business by its primary activity. It’s flexible though, so if you want to list consulting, you can. If you don’t know about having employees, you can answer no. This doesn’t prevent you from hiring employees if the need arises though. Hope that helps :)
I live in NY State and I want to change ownership of my LLC to my wife (not sell). What’s the easiest way?
1. If I only need to draft a new operating agreement, do you have a template you would recommend? I generated my first one through Northwest.
2. If I need to get a new EIN for her, how do I do that?
3. Is there anything else I need to do or file?
Thank you immensely for your course! You have been instrumental in helping me start my exciting business.
Hi Jan, transferring LLC membership interest is not always a straightforward process. For that reason, we recommend working with an attorney. However, here is the overview:
1. You need to transfer 100% of your LLC membership interest to your wife. This can be done with an Assignment of LLC Membership Interest form.
2. You’ll need to amend the LLC’s Operating Agreement showing that the new Member was added and that you were removed.
3. You don’t need to amend the Articles of Organization with the NY Division of Corporations since Members are not listed there.
4. Visit the bank together, show the bank your documentation, and add the new Member as a signer and remove yourself as signer. We recommend calling the bank ahead of time and ask to speak with the branch manager. Make sure you have all the documents they need.
5. The LLC’s federal tax classification (LLC taxed as Sole Proprietorship) will not be changing, so you just need to change the LLC’s EIN Responsible Party.
6. You’ll need to contact the NY Division of Taxation regarding updating the account.
7. And please speak with an accountant regarding any filings that may be affected.
Hope that helps!
I currently live in NYC; my plan is to form an Wyoming LLC with a virtual office in Wyoming where I can get higher loans at a lower interest. Should I also open an LLC in NY or have that LLC own a LLC in NY? What are the potential drawbacks of this approach?
Hi John, if the Wyoming LLC is doing business in New York, it’s supposed to be registered as a foreign LLC in New York. The Wyoming LLC can also own a New York LLC, too. In this manner, the Wyoming LLC doesn’t need to be registered as a foreign LLC in New York, since activities in New York would be carried out by the New York LLC (and the Wyoming LLC would just be a holding company that owns the New York LLC). Hope that helps.
Hi John,
Our company recently had a ny llc approved but accidentally listed the wrong zip code in the formation doc. Is this something that we should amend?
Hi John, in what section of the New York LLC Articles of Organization is the incorrect zip code?
The designation of service of process. The zip code is only off by one number and, and the incorrect zip code is physically directly next to the correct zip code.
Thanks John. You’ll want to file a New York LLC Certificate of Change and change the address for forwarding of service of process. That would be #2 under THIRD. Hope that helps.
Hello,
I am associated with a business that has 1 LLC. We are opening multiple locations for that one business. Would each location require an LLC? Is it possible to put all locations under 1 LLC? We are looking to franchise would multiple LLC be plausible?
Hi Angelina, the locations can be opened under 1 LLC or multiple LLCs. However, if you’re purchasing real estate, you may want to consider using separate LLCs to isolate liability risk. Additionally, we recommend speaking to a franchise attorney as there are numerous ways to structure things.
Can you have an LLC without a business?
Do you have to know what business you’re going to do before forming an LLC?
Hi Dee, yes, you have an LLC with no business activity, like an “empty” LLC doing nothing. And no, you don’t have to know what the LLC will do before forming it. New York law has a “general purpose” clause. Meaning, an LLC can be formed for any and all lawful purposes. Hope that helps.
Hi Matt, I am starting a real estate investment business in NY. My LLC is not set up yet. Am I able to conduct business while my LLC is pending approval? Or must I wait until everything is set up? I am wondering if I make a profit before the LLC is formed, will I be taxed personally? Also, do you recommend I obtain a PO Box for a business address instead of using my home address? TIA
Hi Josette, the LLC can’t conduct business until it exists. Yes, you’ll pay taxes for money you make before the LLC is formed. However, if you are going to form a Single-Member LLC, by default, it’ll be taxed like a Sole Proprietorship (so the same amount of taxes are paid).
Regarding the address, do you mean for the addresses on the New York LLC Articles of Organization? Or do you mean after the LLC is formed, the general business address given out to others and used for general business purposes? Also, are you aware of the newspaper publication requirement?
Hi Matt, I have already started an llc have an EIN and opened my business acct. The bank needed to know what type of business I waa doing. First question, Can I change the type of business that I want to do? Second, If I do another business under the LLC Can I later create a new LLC and place that business under the new LLC to have them separate?
Hi Tee, yes an LLC can engage in multiple different businesses (business activities) without the need to request permission from state or the IRS (unless it were a Professional LLC).
If you form a new LLC, that new LLC can be owned by you or can be owned by the first LLC. Either way, from a legal perspective, it is still a separate legal entity. From a tax perspective, the new LLC will be treated as a Sole Proprietorship (if owned by you) or a branch/division of the parent company (if owned by your existing LLC). Hope that helps.
If I want to file an LLC in NY with NorthWest, how does it work with the newspaper requirement?
Also, it seems the one requirement for NY is an extra $100 with NorthWest. So trying to figure out the costs of everything before I start
Thanks!
Hi Lisa, we break down the fees and have it better explained on this page: New York LLC publication requirement. Hope that helps.
Hi, I followed your videos and successfully did my own LLC – thank you!! So we formed an LLC for Gaming Apps. However, we are looking to expand to Jewrly making. Can that be just done through the LLC or do I need to fill out a form with the state and D&B changing the scope of work?
Hi Lisa, you’re very welcome! You don’t have to file anything to change the scope of work. An LLC can be used for multiple business activities if you’d like. Please see here: Can I use my LLC for more than one business?
Hi Matt,
In NY, on the DOS website you can search for LLCs – when a company’s listing appears and gives the “file date”, is that the date the LLC was filed for, or the date the publication requirements were met? My confusion comes from the knowledge of a new business that was NOT yet formed on 11/18/20. The soonest the application could have gone to DOS would have been 11/19/20. Publication requirements can not be met between the dates of 11/19 and 12/15 nor 12/15 as a filing date and today’s date. It was done through Legal Zoom, who doesn’t handle publication requirements. And the AOO were never publicized in the required newspapers in my county. Any clue, how the active listing would appear if they have NOT met those requirements? I filed an LLC in my that is currently in the publication stage, and mine doesn’t appear so I believe it doesn’t show until the certificate of publication has been filed. Something is off. Any thoughts?
Hi Amy, the File Date in New York is the LLC effective date. This is the date your LLC went into existence. The publication requirements are supposed to be met within 120 days of that date. The LLC falls out of good standing after 120 days, but that status isn’t reflected in the Business Entity Database. If an LLC is not in good standing, it immediately goes back into good standing once the publication requirements are met. Hope that helps explain it :)
That answers my question! Thank you so much for helping me understand the process better!
You’re very welcome Amy!
LLC in NY is there a franchise tax that needs to be paid? Thanks
Hi Anthony, typically no, unless the LLC has made a certain federal tax election (ex: LLC taxed as C-Corp or LLC taxed as S-Corp). Hope that helps.
Yes it does, thanks Matt. And this is a beautiful resource that you are providing!
You’re welcome Anthony. Thank you!
Hi! I haven’t found a straightforward answer online and thought I would ask: I am planning on updating both my LLC’s address (it was formed in Albany but I want to change it to my nyc address) and the name. Is it better to do one first and then the other? Or is there a form I can do both on? Love the content! It’s really saving me right now!
Hey Amanda, thanks! That is great to hear :) Have you completed the New York LLC publication requirement? If yes, you can change the LLC name, the county, and the address for forwarding of service of process by filing a Certificate of Amendment (please see change New York LLC name). However, the state form isn’t long enough by default to allow for the change of county and change of the address for forwarding of service of process (I’m assuming you need to change both). In that case, you can create your own Certificate of Amendment (basically, copy what you see in the state form, but give yourself an additional section to amend.
If that’s a bit too much, then the order in which you file should be based on what’s more important to you (there is no rule as to the order). For example, if the name being changed is more important and you can wait on the address change (which you’d file via New York LLC Certificate of Change), then file the Amendment first and change the LLC name. If the address is more important, file the Certificate of Change first. In either order you choose, we recommending waiting until you get the Filing Receipt back in the mail before doing the next filing. This way, you know the first part has been processed. Hope that helps.
Hi Matt,
Really appreciate your work!!
I am a Canadian Resident and created foreign owned single member LLC in NY with Northwest Registered agent.
Now, I want to add my US resident friend as partner in my LLC.
Question 1: Article of Organization i received, does not even mention Members detail (for eg. my name), so if I want to add my partner , how and where to do it?
Question 2: If I want to restate the Article of Org. to add new member, instead of Amending the article, can you please provide link of the process? and form to Restate the Article of Org.?
Question 3:
Which form will now be applicable for tax purposes after changing LLC to Partnership (50%Foreign + 50%US residents partners) .
Thank You!
and Best Regards,
Syed
Hi Syed, thank you! We recommend speaking with an accountant first. Typically, Canadians with a US LLC have to pay taxes to the IRS and the CRA. For federal tax purposes, if you add an LLC Member, you’ll need to file Form 8832 with the IRS (assuming you already have an EIN for the LLC) to change the classification to Partnership taxation. If not, when you get the EIN and tell the IRS there are two Members, they’ll tax the LLC as a Partnership (so no need to file Form 8832).
To add an LLC Member, you don’t file anything with the New York Division of Corporations. It’s done internally/privately. You can sign an Assignment of LLC Membership Interest (we don’t provide this form at this time) and amend the LLC’s Operating Agreement. You will also need to update the New York Department of Taxation and Finance. Hope that helps.
Hi Matt,
Your content is amazing! I’ve binged your continent on youtube and on your website it’s been really helpful. I live in NY and I’m planning on starting the paperwork for my business soon, but I don’t want people to be able to research my llc and know my name or info. Is that possible to do that in state or would I have to do that out of state?
Hi Jaime, thank you! Glad it’s been so helpful :) You don’t have to form an LLC out of state. Plus, even if you did, you’d need to register that LLC as a foreign LLC in New York.
Members or Managers are not listed in the New York LLC Articles of Organization, so you would need someone to sign the form as the LLC Organizer or hire a filing company (we recommend Northwest Registered Agent). If you hire Northwest, you can use their address throughout the Articles of Organization. Using their address will also help you save money on the LLC newspaper publication requirement. And you can have them file your New York LLC Biennial Statement every 2 years also. Hope that helps.
Matt,
You have been terrific in answering my questions. I am planning to run an LLC in New York from my home. What can make this problematic for my personal assets if the courts want to “Pierce the Corporate Veil”? What can trigger the piercing?
That’s great to hear Marc :) Piercing the corporate veil is a pretty complex subject matter, however, generally, it would only apply if there was fraud, wrongdoing, or injustice on your part. It is also important to treat the LLC as a separate legal entity. So the LLC should have its own LLC bank account, have adequate funds in the LLC bank account to run the business, and you shouldn’t commingle money (pay personal expenses from LLC bank account or pay business expenses from your personal bank account). Hope that helps.
Hi Matt!
This site is SO helpful! I was curious if you have info on whether or not I need to file an amendment if changing my business purpose with an existing LLC in New York. I filed right at the beginning of covid and didnt realize what an impact that would play…so I pivoted to a completely different sector.
Thank you!
Hi Theresa, I apologize for our slow reply. We’re so happy to hear that! No, you don’t have to file an amendment each time your business changes its purpose. Hope that helps.