Quick Start Guide
This Quick Start Guide is a brief overview of how to form an LLC in New York.
Detailed Lessons:
1. Name Search
2. Publication Part 1
3. Filing Forms ← you are here
4. Operating Agreement
5. Tax ID Number (EIN)
6. Publication Part 2
7. Cert. of Publication
8. Biennial Statements
9. Taxes
10. Cert. of Change
New York LLC Costs:
New York LLC filing fee: $200
Newspaper fees: varies by county (see Lesson 2)
Certificate of Publication: $50
Biennial Statement: $9 (every two years)
Need to save time?
Hire a professional to form your LLC in New York:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)
★ Check out Northwest vs LegalZoom
Filing Articles of Organization for a New York LLC
In this lesson, we will walk you through filing your LLC Articles of Organization (“DOS 1336”) with the New York Division of Corporations.
This is the document that officially forms your New York LLC.
New York LLC Filing Fee
The New York LLC filing fee is $200.
This is a one-time filing fee.
Note: The “LLC filing fee” (the fee to create a New York LLC) is the same thing as the “Articles of Organization fee”. The Articles of Organization is the document, that once approved by the Division of Corporations, creates your New York LLC.
Methods of Filing
There are 2 ways to file your Articles of Organization with the state:
- online (recommended)
- or by mail
The online filing and the mail filing both have the same filing fee ($200). The only difference between the two is the approval time:
- If you form your New York LLC online, it will be approved immediately, if you file during business hours
- If you form your New York LLC by mail, it will be approved within 3-5 weeks
Note: Filing times may take longer due to the current global situation and government delays. For the most up-to-date LLC processing times, check how long does it take to get an LLC in New York.
LLC University® Recommendation
We recommend the online filing as it’s easier to go through, the approval time is much faster, and it’s easier to get a copy of your LLC’s approval.
However, you’ll find instructions for both the online filing and the mail filing below.
LLC University® Prior Lessons
Make sure you’ve read our prior lessons before proceeding. The address you use in your New York LLC’s Articles of Organization will determine where you need to meet the newspaper publication requirement (which may or may not cost you a lot of money). Prior lessons:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)
(check out Northwest vs LegalZoom)
New York LLC Formation – Overview Video
- This is an overview video.
- It discusses the pros and cons of filing your LLC online vs filing by mail.
- The video mentions that the approval time for mail filing to be 1-2 weeks. This is no longer the case. Mail filing takes 3-5 weeks to be approved.
Form Your New York LLC Online
Note: As of December 2018, the New York Division of Corporations has changed their online LLC filing process. Online LLC filings are now done through the New York Business Express. The instructions below reflect the most up-to-date online filing procedures.
1. Getting Started
- Visit the New York Limited Liability Company page to get started.
- Scroll down to “How to Apply” and click “Apply Online as an owner”
- If you already have a NY.gov Business Account, then you can login.
- If you don’t have a NY.gov Business Account, click “Register Here“.
2. NY.gov Business Account Registration
- Enter your name, email address, and a preferred username. Then check off “I’m not a robot” and click “Create Account“.
- Review your information and click “Continue“.
- You’ll see an “email activation” message. Click “Finish” at the bottom and close the browser tab/window.
3. Email activation, security questions, and password
- Go to your email inbox and click the activation link that the state sent you.
- You’ll be redirected to a page where you must create 3 security questions. Keep this saved with your passwords. Once finished, click “Continue“.
- Create your account password and make sure this is saved as well. Then click “Continue“.
- On the next page, click “Go to MyNy“.
- Scroll down to the bottom of the page and click “NY BUSINESS EXPRESS“
4. Starting forming your LLC online
- You should be redirected to your NY Business Express account; specifically to the “Name Determination” step.
- If not, go back to the New York Limited Liability Company page and scroll down to the “How to Apply” section. Then click “Apply Online as an owner“. You should now be redirected to the “Name Determination” step.
Name Determination
Prior LLC University® lesson: Before proceeding with this section, make sure you have read the prior lesson: New York LLC Name Search.
Enter your desired New York LLC name, including the designator, then click “Check Name“. The system will tell you whether or not your LLC name is available. Once the name is acceptable, enter it again at the bottom and then click “Save & Continue“.
As per Section 204 of the New York Limited Liability Company Law, the following are the allowed designators for your LLC:
- LLC (most common)
- L.L.C.
- Limited Liability Company
Name Verification, County
Optional Opening Statement
You can select a standard opening statement that your LLC is being set up as per Section 203 by a person who is at least 18 years old. This section is optional though. Many filers do leave this unchecked.
Limited Liability Company Name
Does the name of the limited liability company contain any non-English words or phrases?
Select “Yes” or “No” depending on your LLC name. If your LLC name has a non-English word or phrase, you must include the English translation.
Optional Purpose Clause:
You can select for your LLC to have a “general purpose” clause (to engage in any lawful activity). This section is optional. Most filers do check this off so their LLC has a general business purpose. You can leave this unchecked though if you’d like.
County
Prior LLC University® lesson: Before proceeding with this section, make sure you have read our New York LLC publication requirements part 1. The county that you select here will have a direct impact on how much it costs you to publish your required newspaper ads. Prices can range from $100 to over $1,000, depending on the county.
The county, within this state, in which the office of the limited liability company is to be located is:
Select from the drop down menu the county in which your LLC’s office is located. Then click “Save & Continue“.
Service of Process, Registered Agent
Let’s discuss a few things about Service of Process and Registered Agents in New York:
- First, we recommend reading our New York Registered Agent page. This is an easy read explaining the quirks about New York Registered Agents and how the SSNY acts as the Agent for Service of Process for all LLCs.
- Service of Process is the delivery of legal mail, such as complaints, summons, subpoenas, or any court documents.
- By default the NY Secretary of State’s office is the Agent for Service of Process (another way to say “Registered Agent”) for all LLCs in the state. If your LLC is sued, those papers are “served” to the SSNY office. After the SSNY receives them, they’ll forward them to you at your “Address for Forwarding of Service of Process”.
- Your “Address for Forwarding of Service of Process” can be either your own address or the address of a service company (like Northwest Registered Agent)
If you followed our other lessons and are going to hire Northwest Registered Agent and then publish your newspaper ads in Albany County, you can select “Select a Service Company” and then choose “Northwest Registered Agent LLC” from the drop down menu.
If you’re going to publish your newspaper ads in your own county, you can select “Enter Service of Process Information” and then enter your LLC name and its address.
Optional Registered Agent
This section is not necessary for most people. Most filers leave this section unchecked and then click “Save & Continue“.
Optional Statements
Optional Management Structure
If you would like to state in your Articles of Organization how your LLC is to be managed (Member-managed vs Manager-managed LLC) you can check the box and then make a selection below.
If you leave this section unchecked, you’ll be able to designate this in your LLC Operating Agreement instead.
Optional Effective Date
Your LLC effective date is the day your LLC goes into existence. If you leave this box unchecked, your New York LLC will go into existence on the day it is approved by the New York Division of Corporations.
If you’d like your LLC to go into existence on a future date (which, as per Section 203, can’t be more than 60 days in the future), you can check this off, select “on the following date“, and use the calendar tool to enter that date.
Pro tip: Choosing an LLC effective date of January 1st can be helpful if you’re forming your LLC late in the year (November or December) and you don’t need your LLC open right away. This will make your tax and bookkeeping records easier.
Optional Dissolution Date
You would check this section off if you want your New York LLC to automatically shut down (dissolve) on a future date. Most filers prefer for their LLC to have a perpetual existence and leave this section unchecked. This means the LLC will remain open until the owners choose to dissolve it.
Optional Liability Statement
This Optional Liability Statement has 3 parts:
- defend
- indemnify
- hold harmless
At first, this section may sound very confusing. But don’t worry, we got your back ;)
What do most people do? Most people don’t check off this optional statement. They leave it unchecked.
This page (a 2-minute read) explains why:
Is the Optional Liability Statement a good idea when forming an LLC in NY?
Organization Attestation
Organizer Name
Enter the name of your LLC’s Organizer and their address in the boxes provided.
An LLC Organizer is the person who is submitting the Articles of Organization to the state.
An LLC Organizer may or may not be an LLC Member. However, many people forming their own LLCs are both an Organizer and a Member.
Tip: If you hire Northwest Registered Agent, you can use their address as your Organizer’s address, even if you’re the LLC Organizer. This will help reduce junk mail. Nothing from the state is mailed to this address. Unfortunately many marketing companies just spam the crap out of people at whatever address is listed here.
Type the Organizer’s name in order to electronically sign the form. Then click “Save & Continue“.
Filer Attestation
If New York wasn’t quirky enough; now you’re thinking, “What the heck is the difference between an LLC Organizer and an LLC Filer?!”
We feel your frustration and we agree; they do sound confusingly similar.
An LLC Organizer is technically the one responsible for the submission of the LLC’s Articles of Organization. And the Filer is the one who is delivering the Articles of Organization.
Think about it this way: pretend an attorney is forming an LLC for a client. Once the LLC paperwork is done, he has his assistant run it over to the NY Division of Corporations office (since they work close by). The attorney is the LLC Organizer and his assistant is the LLC Filer.
Most people forming their own LLCs are both the Organizer and the Filer. If that’s the case, enter your name and address here and then click “Next“.
Tip: And just like the Organizer’s address, nothing is sent to this address by the state. The only thing you’ll get is junk mail. If you hired Northwest Registered Agent, you can use their address here to reduce the junk mail.
Summary
On the next page you’ll see a summary of your LLC filing in PDF format. Review for accuracy and check for any typos. If all looks good, click “Proceed“. If you need to make any changes, click “Back“.
Additional Services
- A Plain Copy (of your Articles of Organization) is $5. We recommend ordering this since, by default, the state only sends you back a Filing Receipt (proof that you paid). By ordering a Plain Copy, you’ll get a stamped and approved copy of your Articles of Organization.
- A Certified Copy (of your Articles of Organization) is $10. This is just a fancier version of the plain copy since it has a state seal. If you want to spend $5 extra and get a Certified Copy instead of a Plain Copy, feel free to do so, but it’s usually not needed.
- A Certificate of Existence is $25. It’s an official document (with a seal) that states your LLC is in compliance and in good standing. Most filers don’t need this. If you want to spend $25 to have another “official certificate”, feel free to order one. One example of when this may be needed is if you’re registering your New York LLC as a Foreign LLC in another state.
Make your desired selection(s) and then click “Proceed“.
Payment
On the next page, you’ll see the total filing fee for your New York LLC. Scroll down and click “Proceed to Payment“.
Enter your credit card information and your billing address and then click “Process” to complete your payment to the state.
Congratulations, your New York LLC filing has been submitted to the Division of Corporations.
Now you just need to wait for your LLC to be approved.
New York LLC Approval (online filing)
After electronically submitting your Articles of Organization to the New York Division of Corporations, they’ll process and review your filing within a few minutes, as long as you filed during business hours.
Once your LLC is approved, you’ll receive back a Filing Receipt and any “Additional Services” documents you ordered (for example: a Plain Copy of your Articles of Organization).
The state will notify you by email once your LLC is approved.
Next Step: New York LLC Operating Agreement
Once you file your New York LLC Articles of Organization, and it’s approved by the state, you can then proceed to the next lesson: New York LLC Operating Agreement.
New York Division of Corporations Contact Info
If you have any general LLC questions, you can contact the New York Division of Corporations at 518-473-2492. Their hours are Monday through Friday from 8:30am to 4:30pm Eastern.
If you have any issues with the NY Business Express website, you can contact their support number at 518-485-5000. Their hours are also Monday through Friday from 8:30am to 4:30pm Eastern.
Form Your New York LLC by Mail
If you prefer to file by mail, you’ll find instructions in the video below.
- We recommend the online filing for a number of reasons: it’s easier to complete, approval time is faster, and it’s easier to order a stamped and approved copy of your Articles of Organization.
- The video mentions approval time for mail filing to be 1-2 weeks. This is no longer the case. Mail filing now takes 3-5 weeks to be approved.
- Download the Articles of Organization (DOS 1336) and complete the form (the instructions above are similar).
- The $200 filing fee can be paid with a check or money order. Make it payable to “Department of State”.
- Mail your completed Articles of Organization and payment to:
Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
When filing your New York LLC by mail, it will take 3-5 weeks before it’s approved. The state will mail you back a Filing Receipt (proof that you paid) once your LLC is approved. They will not mail you back a stamped and approved copy of your LLC’s Articles of Organization.
In order to get a stamped and approved copy of your LLC’s Articles of Organization, you’ll need to mail in a request letter (NY LLC Request for Copies) and pay $5 for a plain copy or $10 for a certified copy.
References
New York LLC Act: 34.1.102
New York LLC Act: 34.1.203
New York LLC Act: 34.1.204
New York Department of State: Licensing Services
New York Department of State: Forming a Limited Liability Company
New York Department of State: FAQs: Corporations & Business Entities
New York Department of State: Articles of Organization for a Domestic LLC
New York Department of State: Domestic LLC Articles of Organization (DOS 1336)
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.
Im looking for a registered agent to file….well change my filing county with NYS. From Brooklyn, NY….Kings County, to Albany County. How can you help with that?
Hey Jason, we have the information in the newspaper publication requirements and in the Certificate of Change lessons. Hope that helps.
Hey Matt,
Just stumbled upon the website after viewing your youtube videos. What excellent resources. I left a comment on your youtube video, but I’ll post it here also (in case it reaches faster).
“At 1:58, when you are going over the Service of Process, what is a service of process company? I am assuming it is different from a registered agent. Also would we have to put our personal home address for this portion and would the party/parties suing me know my address? Thanks in advanced.”
Hey Jack! Thank you for the kind words! Typically, the Agent for Service of Process and the Registered Agent are one and the same, but NYS is weird in that, by default, the NY Department of State serves as the Agent for Service of Process and then forwards a copy to you at any address you like (it doesn’t have to be your home address). Additionally, you can use a Commercial Registered Agent, but most people don’t need one unless they are looking to setup their LLC with an address in Albany (to avoid high newspaper fees in more expensive counties; mostly the 5 boroughs).
The address you use will become part of public record, so yes, the party suing you will know your address. The address does not have to your home address. It can be an office address, a family member’s address, or the address of a Commercial Registered Agent. I know all that sounds confusing probably lol! Try going though our NY course lessons in order. It helps make everything a lot more digestible. Hope that helps! Let me know if you need anything else.
Hi Matt,
Because you said that it will become part of public record, would the filer address also possibly become public record? If I do not want to risk showing personal home address, should I input a friend’s house (if they are willing) or a place of business (when i get one). Or would you say that it would be fine to input a personal home address?
Thanks again,
Jack
Hi Jack, yes it does. The two things people do in this case is, as you mentioned, use a friend’s address, or hire a filing company. Let me know if you need anything else.
Great! Thanks agin for your help.
Hi,
I am an attorney in NYC. I need to change the name of my LLC. Is it better to file the Certificate of Amendment or should I file an Assumed Name (DBA)? Thank you!
Hi Raji, thanks for reaching out. You do either one. What is the reason you want to change the LLC name… can you provide some more context?
Thank Matt! I would like to change the name simply because I came up with a name that has a better appeal (sounds better).
Hi Raji, thanks for the info. You can follow our NY Certificate of Amendment lesson to change the LLC name. Please also see this lesson and scroll down to the IRS section. Make sure to update the IRS after NY SOS processes the name change. Apologies that this information is scattered across 2 lessons. We’re working on improving this.
I want to change the name simply because the new one will sound better. Also, can I use the same form (Certificate of Amendment) to change my physical business address? So grateful for you help!
Hi Raji, the state of NY actually doesn’t have the full street address of the LLC’s location. They just have the county. They do have the address for where to forward service of process though. Do you need to change that address? If so, then yes, you can use the Certificate of Amendment, or you can use the Certificate of Change. The state accepts both forms for this purpose. The difference is that the Certificate of Change has fields that can be easily filled out vs. the Certificate of Amendment, where you have to draft the language yourself. It’s a bit confusing, I know. Hope that helps though.
Yes, I need to change the “forward service of process” address (which is also the physical address). So I can use the same certificate of amendment to change both this address and the LLC’s name? Would you happen to have a sample that can guide how to properly complete this form?
I would rather use the Certificate of Change if it can be used both for the address and name change. However, if I have to use the Amendment certificate for the name change, I might as well use it for the address change as well, right? What a blessing to have found this website!
Hey Raji, you cannot use the Certificate of Change to change an LLC name. An LLC name can be only be changed via the Certificate of Amendment. You can change your LLC name via “FIRST” and “SECOND” on the form. Then below, state the paragraph of your Articles of Organization that relates to the forwarding address for service of process, enter its language, then enter the new language in the box below. Hope that helps :)
I moved out of NYS. My LLC is a NYS LLC but were no longer are using it and have retired. What do we need to do to now?
Hi Barb, this is called a voluntary LLC dissolution. You can file Articles of Dissolution (NYS Form 1366) and pay the $60 filing fee. For further instructions, mailing address, and to access the form, please see here: https://www.dos.ny.gov/corps/llccorp.html#dissolve. Additionally – (if you haven’t done so already) – you’ll need to file a final return with the NY Department of Taxation and Finance. More information on that can be found here: https://www.tax.ny.gov/bus/doingbus/ending_business.htm. Please note, when they say “corporations”, they mean all business entities, including LLCs. Hope that helps!
Hi Matt, for my old LLC (I no longer live in NY since 2010) I filed a final return with the NY Dept of Taxation and Finance back in 2013, but I forgot to file the articles of dissolution. Will I incur any fees/penalties when I send in the articles of dissolution now?
Hi Rob, I’m not sure about this (but I don’t think so). I recommend calling the Division of Corporations to double-check. Hope that helps.
Hi Matt,
Thanks for making the tutorials available online for free. They are tremendously helpful. I have some questions that I hope you can answer for me.
1) Is it safe to assume that all the information (e.g., Organizer and Filer’s name, email address and physical address) that I disclose on the Articles of Organization form will be publicly available either online or by mail? What are my options if I wish to remain private?
2) With respect to the Service of Process section, can I designate a Registered Service Agent company like Northwest Registered Agent under “select a Service Company?”
3) With respect to the Organizer’s title, if there are two members with 50/50 ownership and equal management duties, is it appropriate to list “Managing Member?” Or should it be just “Member?”
Thanks in advance for your help.
Hey Chris, thanks for the kind words!
1. Yes, the Organizer’s name and address is public. And a lot of junk mail is sent to this address. Physical address is also public. I’m not 100% sure on the email address, but if you call the NY DOS, they can tell you. Best way to remain private is have someone else organize your LLC (like a friend) or to hire a filing company who specifically knows how to maintain your privacy. Feel free to email me for a recommendation.
2. Yes, you can designate a Registered Agent service company.
3. It’s most accurate to use the title “Organizer” (for the person who is filing the docs with the state). Then have the Organizer complete a “Statement of Organizer in Lieu of Organizational Meeting”, as well as have the members sign an Operating Agreement. You can find a free Operating Agreement in our NY LLC course, and you can find the Statement of Organizer by searching the full name in the search bar on our website.
Hope that helps!
Hi Matt,
Thank you very much! This is very helpful.
Chris
You’re welcome Chris! Thanks for the comment.
Hi Matt,
I have a quick question when setting up an LLC online. On the part where we fill out the Service of processes, if I were to use Northwest as my registered agent, should I use their address if I want to take advantage of fulfilling the publication requirement in Albany or would any address be fine?
If I use my own address in Service of processes, wouldn’t that show my address in the Articles of Organization? Therefore I would not be able to fulfill my publication requirement in Albany.
Thank you for all the information you are providing, it makes setting up an LLC less stressful.
Hey Anderson, apologies for the confusion. For the Service of Process address, yes, you should use Northwest Registered Agent‘s address there and not your own. Hope that helps. Let me know if you have any followup questions. And thanks for your comment!
Thank you for the clarification.
I have another question,
At the bottom for filer information, should I put my address or Northwest address?
Thank you again.
I’d actually use the NWRA address. If you use your actual address, you’ll receive a whole bunch of junk mail. Nothing important is sent to the filer’s address.
I paid for the LLC filing online and got a confirmation page with DOS ID, Entity Name and File Number… but I never received a filing acknowledgement email. I’ve emailed the DOS several times and have not heard anything. Any thoughts? thank you – very helpful info here
Thanks for these resources – super helpful! I just had one question: if you’re filing an LLC with a partner, it doesn’t look like there’s anywhere to enter the other person’s name. Is that correct? Do you just use the Operating Agreement to lay out the other members and percentages (e.g., 50-50), or should we be entering both names somewhere on the LLC filing form?
Hi Emily, you’re very welcome! You are correct. LLC Members are not listed in the New York Articles of Organization, but instead, they will be listed in the LLC Operating Agreement (along with their percentage of ownership). If you’d like more helpful documentation, you can have the LLC Organizer (the person completing the Articles of Organization) sign a Statement of LLC Organizer, which will also appoint the Members (in addition to the Operating Agreement). The Statement of Organizer aids in making a more clear “paper trail”. Hope that helps!
Hi Matt,
Thanks for all the information. it help me a lot.
I have a question, in the articles of the organization in the part:
DOS Process (Address to which DOS will mail process if accepted on behalf of the entity).
Can I also write the address of the register agent?
Thanks!
Claudia
Hi Claudia, it depends on the Commercial Registered Agent that you hired. Please check with them. If you hired Northwest Registered Agent however, then yes, you can use their address for the “address where SOS shall mail a copy of any process against the limited liability company”. Hope that helps.
Hi Matt, Thanks for your answer! Yes I hired Northwest Registered agent.
And other question, can I use them in Albany as a register agent and to use their address for “address where SOS shall mail a copy of any process against the limited liability company” and the county in “New York” in the articles of the organization?
Thanks a lot!
Claudia
Hi Claudia, you’re welcome :) Yes, you can use their address for the “address where SOS shall mail a copy of any process against the limited liability company”. However, if you are using our newspaper publication strategy to save money, then you will not want to list “New York” as the county for your LLC office. Whatever you list as the county for your LLC office is what determines the county in which you need to publish your newspaper ads. Hope that helps.
Hi Matt, Thanks so much for your answers.
I made the publications in Albany, and now I am changing the county to New York. But I would like to conserve the Northwest Registered agent services.
Thanks!
Claudia
You’re welcome Claudia. I see. Make sure you’ve received both of your Affidavits of Publications (from the newspapers), have filed them with your Certificate of Publication, and received back your Filing Receipt for the Certificate of Publication before filing the Certificate of Change. Whew, that was a lot of long names lol. Hopefully that made sense ;)
Thanks Matt, I received all the documents you mentioned. Do you know how long it takes the state of New York to change the county? In my case I did it with the amendment certificate.
Your help was very important to us :) Thank you for your time helping entrepreneurs !!!
Hey Claudia, the state is pretty slow and things can lag a bit. On average, it’s about 45 days (plus or minus). You’re very welcome! Thank you for the kind words :)
In the Organizer and Filer’s Address section, can i use Northwest Registered Agent address in Albany?
Hey Mag, yes, you can use Northwest Registered Agent‘s address for the Organizer and Filer’s address. Great question. We’ll update the lesson with this information soon. The only mail that is sent to these addresses is junk mail anyway, so this will save you a lot of hassle. Hope that helps.
Hi Matt,
I just formed an LLC for a real estate rental related business, but now I’m changing my mind, I would like to do other kind of business. Do I need to form another one or I can make some changes on this existing one, or I can just file a DBA but keep the existing LLC as is?
Thank you!
Hi Sharon, the LLC can have a general purpose, so you don’t have to form a new LLC or change anything. However, if you stated a specific purpose in the Articles of Organization for the LLC (like real estate), you can file a Certificate of Amendment and make the purpose “Any lawful purpose for which an LLC may be organized in the state of New York“.
Wow, thank you so much for your instruction Matt. Is that Certificate of Amendment the same documentation as the one I will use to change my business address after the publish requirement is fulfilled?
Thanks again!
Although you can use the Certificate of Amendment to make those changes, it’s cheaper to use the Certificate of Change to change the business address. The Certificate of Change is $30 and the Certificate of Amendment is $60. You’re welcome Sharon!
HI Matt,
First thing your knowledge and clarity is extremely helpful, i really appreciate it.
Second… i live in New York and will be opening a business in California, i will continue to live in NY, where do i open LLC?
The main business is being run out of California facility as i will manage sales and accounting out of my ny office.
Thank You!
Hi Al, thank you for the kind words! In this case, you’ll be doing business in both states. You’ll want to either form the LLC in New York and then register as a Foreign LLC in California or form the LLC in California and register as a Foreign LLC in New York. Hope that helps.
Thank You for you reply, 1 more question.
Since i live in NY am i required to open LLC in NY and register as foreign LLC in California or i have a choice to open LLC in NY or California.
Hi Al, you’re welcome. Your “base” LLC (the domestic LLC) can be formed in either state.
Will there be tax implications as to where i set up LLC or only the LLC renewal every year will be the difference?
Hi Al, you’ll need to file LLC Annual Reports in both states… well, more technically, NY LLCs (domestic and foreign) owe a Biennial Statement every 2 years. CA LLCs (domestic and foreign) owe a Statement of Information every 2 years, however, every year, they owe Annual Franchise Tax, an Estimated Fee (if applicable), Form 568, and any other tax reporting requirements due to the California Franchise Tax Board. Regarding the tax implications of where you form your domestic LLC, that would be a conversation with your accountant. Hope that helps.
How do I know when the LLC was approved?
When I search for it in the state database, is shows as ACTIVE, but still unsure if that means it’s been approved. Should I receive a letter in the mail?
Hi Sam, yes, if you filed by mail, you should receive back a Filing Receipt for your Articles of Organization. If you requested a copy of the Articles of Organization, that will be sent back as well. Hope that helps.
Hi, Matt
Thank you so much for these awsome lessons! They are very helpful!
I have one question to ask you:
For the email address on the last page of Formation Document, do I put my own email or Northwest Registered Agent email once I hire them?
Thank you so much!
Hey XL, you’re very welcome! That would be your email address, not that of your Commercial Registered Agent. Hope that helps.
Hey Matt, I was just curious if the email address being talked about here would be public record, and if so, if another email account other than a main, personal email account would be appropriate for that.
Thank you
Hi Bagogipi, since this filing system is relatively new, we’re not 100% sure if the email address used to create the NY.gov account is private or public. You would need to call the Department of State to double-check on that. If you’d like, feel free to share your findings :) Thanks!
Hey Matt, I called the NY DOS Division of Corporations and they told me that the email is not a part of public record. They said they use it to send you the receipt of filing & notifications when the biennial statement is due.
Hey Bagogipi, thanks so much for checking up on that and sharing! Super helpful!
Thanks so much for your reply, Matt! It’s very helpful!
You’re very welcome XL!
Hi Matt,
Thank you for videos and your site. Extremely helpful. I went on the state website today, to file articles of organization but the process is now different. By chance will you be doing an updated video?
Thanks
Melissa
Hi Melissa, New York has just very recently changed their online filing process. We’ll be updating our lessons soon. Thank you for your understanding.
Hey Mel, the lesson has been updated to reflect the online filing process with the NY Business Express. Hope that helps!
Thank you so much for the update.
You’re welcome Mel!
Hi Matt,
When using a registered agent can I use there address for service of process, organizer address and file address?
Is there a need to use personal address at any point? If personal address is used will it be public?
Thanks
Hi Melly, yes, all addresses listed in your New York LLC will be public. It depends on the Registered Agent company you hire. You may need to contact them and ask. However, if you hired Northwest Registered Agent, then yes, they’ll allow to use their address for Service of Process address, LLC Organizer’s address, and Filer’s address. Hope that helps.
Hi Matt, Just wanted to say thank you for updating this NY process so quickly as they’ve changed it to NY Business Express in December. I signed up with Northwest Registered Agent but their online process wasn’t clear on how to navigate through the form – so I followed your guide and it was SUPER helpful! Thank you.
Hey Gina! You’re welcome. Yup, the NY Business Express just rolled out in December. We wanted to to make sure our readers have the most accurate information. Glad you found it helpful :)
Hello Matt,
Thanks in advance for all the helpful information on this site.
However, I am still confused.
I am using Northwest as my registered agent.
I am in the process of setting up a NY LLC
So far, I have my initial filing document, with a seal and an authentication number.
I also have my Articles of Organization
Then, on 1/15/19, I received a document from the NYS Div of Taxation and Finance that said I must complete and submit this form (Form TR-570), which assigned me a temporary TF #, within 15 days. If I had an EIN at the time, I could enter my EIN on the form, or use my TF #. I applied for an EIN and received one within seconds of applying online. So I filled out the form and submitted it with the EIN.
However, I think I missed the deadline of 15 days and submitted the document a couple of days late.
I have not received any response from NYS. Should I be expecting a response?
Or should I go to the next step of … what? What’s my next step?
I’m lost…
Is it to publish the LLC in the 2 newspapers? I don’t want to delay too long.
The LLC’s date of formation was 1/14/19, and it’s already 2/26/19. I don’t want to miss another deadline.
Please help.
Thank you.
Hi Eve, you’re very welcome. We’ll be publishing an article on the LLC/LLP Request for Information (TR-570) soon. It does cause a lot of confusion and unnecessary fear. It’s not as scary as it looks though ;) Yes, the state does tell you to send it back within 15 days, but they really just do that to scare people into submitting the information within a reasonable amount of time. But the goods news is there’s no penalties for submitting it late. So even if it takes you 60 days to send it to them, there will be no harm done and no issues. The NY Department of Taxation & Finance is just wanting to know what type of tax return they should expect. That’s why they gather the information. The form is not legally binding. It’s just informational. And nothing is sent back to you once they receive it. So it you sent it in, you’re all good :) You can just proceed to the next step, which for you, sounds like it’s publishing your ads in 2 newspapers. Hope that helps!
YES! Awesome! Thank you so much, Matt! I will proceed as planned. Thank you, and I’m also very thankful to Northwest for making life easier.
You’re very welcome Eve :) That is great to hear!
Hey Matt, for the “Optional Liability Statement”, wouldn’t leaving this part unchecked defeat the purpose of an LLC? I was just curious why most filers would leave this part unchecked, since by my understanding this optional statement is the idea behind forming a “Limited Liability” company. Am I misunderstanding the difference between this part of the Articles and the LLC’s limited liability itself?
Thank you!
Hey Bagogipi, this statement has to do with the “internal affairs” of an LLC (between the LLC and its Members or Managers) and not about the “external” liability protection of an LLC as per Section 609 (a) of the NY LLC Act. Section 609 (a) states (paraphrased) that neither LLC Members or Managers are liable for the debts, obligations, or liabilities of the LLC.
If you check this optional box, you are stating that your LLC will defend, indemnify, and hold harmless its Members or Managers (unless their acts or omissions were a result of their fraud, gross negligence, willful misconduct or a wrongful taking). We link to a helpful article above on this page (in the “Optional Liability Statement” section) that explains indemnification in more detail. Hope that helps.
Oh – that makes sense. Thank you very much!
Hi Matt,
Thank you for the detailed instruction on how to form an LLC. It is the best instruction I have ever seen.
I have one question though: I filed an LLC today online and literally 1 minute later I received an email with a Filing Receipt, a Certified Copy of Articles of Organizations and a Certificate of Existence attached.
Does it mean that They approved my application within 1 minute?
The strange thing is that the Certificate of Existence does not say that LLC is in compliance and in good standing. It says: “I hereby certify, that … LLC a NEW YORK Limited Liability Company filed Articles of Organization pursuant to the Limited Liability Law on 01/16/2020, and that the Limited Liability Company is existing so far as shown by the records of the Department.” Is everything right?
Also, in the filing receipt, the Registered Agent section is empty. Should not be my name and address there? I am the Organizer and filer.
Thank you in advance.
Hi Paata, you’re very welcome! So happy to hear that :) Everything you did sounds correct and all sound fine. When you form a New York LLC online (and there’s no errors in your application), the LLC is approved instantly. The language on the Certificate of Existence is correct. And New York is different than most states in that having a Registered Agent is not required, so that field being blank is totally okay. By default, the Secretary of State (Department of State) of New York is the agent for service of process (pretty much the same purpose as a Registered Agent) for all entities. Hope that helps!
Hi where do they mail the certificate of existence to if I am using an authorized agent? Thank you
Hi Peter, the form is mailed back to the “Filer’s address”. Depending on the New York Registered Agent you used, you may be able to use their address instead of yours, if that’s what you prefer. Please check with your Registered Agent. We’re assuming you mean Registered Agent instead of authorized agent. Hope that helps.
yes I meant registered agent, sorry. Because the certificate of existence is more official, I would need to pick it up from registered agent? Reason I’m asking is because I need this as I’ll be a foreign llc in California and they require it. Thank you for your reply! I appreciate your hard work.
Hi Peter, you’re very welcome. And thank you! I’d just check with your Registered Agent about making sure they’ll hold and forward your original copy.
Hi Matt,
Are you only allowed to do business in the county on your filing form?
Is that the county that the physical location should be in when filling out the Sales tax certificate application? Or can a home address be used?
Thank you for your help
Hi Tawanda, no, your LLC can do business anywhere in the state. The county location on the Articles of Organization is just the county location of your LLC’s initial office. That can be an actual office address or a home address. When registering for sales tax, you’ll need to list the locations where you’re doing business. Hope that helps.