Who this is for
- People in New York State forming a New York LLC
- One-member LLCs taxed as sole proprietorships and multi-member LLCs taxed as partnerships
- LLCs that do business in New York City
Not covered here
- Publication costs by county and the full steps after a missed publication
- State and City corporate tax for an LLC that elects S or C corporation status
- Registering an LLC formed in another state to work in New York
- Sales tax nexus and payroll setup in detail
How do I start an LLC in New York, step by step?
A New York LLC exists once the Department of State files its Articles of Organization. The steps below then keep it in good standing and ready to work (Department of State):
- Pick a name ending in "Limited Liability Company", "LLC" or "L.L.C." that is distinguishable from names already on file. Reserving it is optional ($20) and is not an approval.
- File Articles of Organization online, by mail, in person or by fax, with $200. The form states the name, the county of the LLC's office (county only, no street address) and a mailing address for legal papers. The Secretary of State is the LLC's agent for service of process and forwards papers to that address, so no separate registered agent is needed. No lawyer is required, though the Department suggests anyone forming an LLC consider one. Keep the filing receipt: it is your proof of filing, and no duplicate is issued.
- Sign a written operating agreement within 90 days after filing.
- Publish in two newspapers for six weeks and file the Certificate of Publication within 120 days.
- Get an EIN from the IRS, free. Applying online needs the responsible party's SSN or ITIN; without one, see an EIN without an SSN.
- Open a bank account in the LLC's name (business bank accounts).
- Register for sales tax, payroll and licenses before the activity that needs them (table below).
- Calendar Form IT-204-LL (by March 15 for a calendar year), any New York City return and the biennial statement.
In New York City, Manhattan is New York County, Brooklyn is Kings County, Staten Island is Richmond County, and the Bronx and Queens are counties of the same name. The county you pick also decides which newspapers carry your notice.
When it is not simple: a licensed profession (it forms a PLLC instead), two or more members (a partnership return and a fee based on income), profit earned in New York City, an S corporation election (New York City does not recognize it), work split between the City and elsewhere, or an owner living outside New York.
What to gather: the name, the county, a mailing address for legal papers, each member's name and share, how profit is split, and the date the business will first sell, hire or need a license.
How much does it cost to start an LLC in New York?
The state fees are $200 for the articles and $50 for the Certificate of Publication; the newspapers' charges come on top (fee schedules).
| Item | Cost | Paid to |
|---|---|---|
| Articles of Organization | $200 | Department of State |
| Newspaper notices (two papers, six weeks) | Set by each newspaper; varies by county | The newspapers |
| Certificate of Publication | $50 | Department of State |
| Name reservation (optional) | $20 | Department of State |
| Expedited handling (optional, per document) | $25 for 24 hours up to $150 for 2 hours | Department of State |
| EIN | Free | IRS |
Later costs: the biennial statement ($9 every two years) and the yearly IT-204-LL fee, both below. For every state's yearly charges, see LLC annual fees by state.
What is the New York LLC publication requirement?
Within 120 days after the articles take effect, most new LLCs must publish the articles or a notice of formation in two newspapers for six consecutive weeks, then file a Certificate of Publication (Department of State).
The county clerk of the county named in the articles designates the two newspapers. The notice must match the Department's records exactly, including the name. Each newspaper gives an affidavit of publication; attach both to the certificate and pay $50. If the LLC misses the deadline, its authority to carry on business is suspended; filing the certificate later lifts the suspension. For county costs, a missed deadline and other states' rules, see the LLC publication requirement.
Do I need an operating agreement for a New York LLC?
Yes. New York requires the members to adopt a written operating agreement before, at or within 90 days after filing the articles (Department of State).
The agreement sets the members' rights and duties toward each other and the LLC. It stays with the LLC; it is not filed with the state. The Department notes the law is silent on what happens if none is adopted. With two or more members, its terms on profit, loss and distributions shape what each member reports; see operating agreement tax terms.
What does a New York LLC file with the state each year?
An LLC with any income, gain, loss or deduction from New York sources files Form IT-204-LL and pays a filing fee by the 15th day of the third month after year-end (March 15 for a calendar year). There is no extension, and the fee is not prorated for a short first year (IT-204-LL instructions). New York sources are business carried on, or property located, in New York. A first-year loss counts: an LLC that only spent money still files and pays.
New York follows the LLC's federal classification. Federally, a one-member LLC is disregarded (its income goes on the owner's return, Schedule C for a business) and an LLC with two or more members is a partnership, unless it elects to be taxed as a corporation (IRS).
| LLC taxed as | What it files with New York | Fee |
|---|---|---|
| Disregarded entity (one member) with New York-source income, gain, loss or deduction | IT-204-LL | $25 |
| Partnership (two or more members) | Partnership return IT-204 when any member is a New York resident or it has New York-source income, due the 15th day of the third month after year-end; plus IT-204-LL when it has New York-source income, gain, loss or deduction | IT-204-LL fee: $25 when the prior year's New York-source gross income was $100,000 or less (or none, as in a first year), rising in tiers to $4,500 |
| Corporation (including S corporation) | No IT-204-LL; corporate returns instead | See state S corporation elections |
The trap: a one-member LLC whose owner files only a personal return still owes IT-204-LL when it has New York-source income or loss. Late filing or payment can bring penalties and interest.
Does a New York City LLC pay unincorporated business tax?
Forming an LLC in New York City uses the same State filing; the City adds its unincorporated business tax (UBT) and local licenses. A City LLC can owe UBT if it is taxed as a sole proprietorship or partnership and does business in the City. UBT is 4% of taxable income allocated to the City (NYC Finance). The IRS ignoring a one-member LLC does not remove it.
A return is required when total business gross income, wherever earned and before cost of goods sold, is more than $95,000 for an individual or one-member LLC (NYC-202 instructions), or more than $95,000 for a partnership.
| LLC | City return | Due (calendar year) |
|---|---|---|
| One member (disregarded) | NYC-202 | April 15, 2027 |
| Two or more members (partnership) | NYC-204 or NYC-204EZ | March 15, 2027 |
Taxable income is figured after an exemption of $5,000 and an allowance for the owners' services. A business tax credit then wipes out a tax of $3,400 or less and shrinks larger bills until the credit ends at $5,400. If the year's UBT after the credit is expected to be more than $3,400, the owner (Form NYC-5UBTI) or the partnership (Form NYC-5UB) also files a declaration of estimated UBT and pays in installments, the first by the 15th day of the fourth month of the year (NYC-202 instructions). A City resident can claim part of the UBT against City personal income tax, as a one-member owner or as a member of a partnership-taxed LLC (IT-219 instructions).
UBT does not reach work as an employee, or simply holding, leasing or managing real property for your own account. An LLC taxed as a corporation falls under a City corporate tax instead; for an S corporation that is the general corporation tax, because New York City does not recognize the S election. Fund managers and general partners have their own rules: see NYC UBT for fund managers.
Separately, a self-employed owner or individual partner whose net earnings from work in New York City pass $150,000 owes the State's commuter transportation tax (MCTMT) at 0.60% on the personal return; the nearby commuter counties pay 0.34% (Tax Department).
What does the Department of State need every two years?
Every New York LLC files a biennial statement every two years, in the calendar month its articles were filed, with a $9 fee (Department of State).
The statement confirms the address where the Secretary of State mails legal papers. Most LLCs file online with the exact name and DOS ID number; do not file before the due month. A missed statement shows the LLC as past due on any certificate of status, which may block some business transactions. A current address also helps the LLC avoid a default judgment in a lawsuit it never hears about.
Does a New York LLC file a beneficial ownership disclosure?
No, for an LLC formed in New York or another US state. New York's disclosure law reaches only LLCs formed under a foreign country's law and authorized to do business in New York (Department of State).
Federally, FinCEN now exempts companies created in the United States; see who still files a BOI report.
What else must a new New York LLC register for?
Register before the activity starts. Most state registrations run through New York Business Express.
| Registration | When | Where |
|---|---|---|
| Sales tax Certificate of Authority | At least 20 days before the business begins, if it will make taxable sales in New York; no taxable sales until it arrives (TB-ST-360) | Business Express |
| Employer accounts (withholding, unemployment insurance, wage reporting) | After the EIN, when the LLC hires; report each new hire within 20 days (hiring employees) | Business Express (Form NYS-100) or the Department of Labor |
| Workers' compensation, disability benefits and Paid Family Leave insurance | When the LLC hires; most employers must carry all three (hiring employees) | An insurer; the Workers' Compensation Board sets the rules |
| State licenses and permits | Before the regulated activity | Business Express |
| Local licenses and permits | Before opening | County clerk and the city, town or village clerk |
The LLC's liability shield does not cover sales tax: New York makes every member personally liable for sales tax the LLC collected or should have collected, and can assess it within three years after the return is filed, or at any time if no return was filed (Tax Law section 1131; section 1133).
For when sales tax applies, see when you must collect sales tax; for payroll, setting up payroll.
Example
All figures are illustrative, in US dollars.
A one-member LLC in Brooklyn
A designer files articles naming Kings County in December and pays $200; her business starts on January 1. She pays the two newspapers the Kings County clerk designates, then files the certificate with $50 inside 120 days. Federally the LLC is disregarded, so its results go on her Schedule C. By March 15 after her first year, the LLC files IT-204-LL with $25.
Her gross receipts are $150,000, over the City threshold, so she files NYC-202 by April 15. Her $120,000 profit is all City work: less a $10,000 services allowance and the $5,000 exemption leaves $105,000; 4% is $4,200; the business tax credit is $4,200 × ($5,400 − $4,200) ÷ $2,000 = $2,520; UBT due is $1,680, under $3,400, so she owes no estimated UBT during the year. Had she started mid-year, the $5,000 exemption would be prorated ($416.67 per full month). Had her profit been $80,000, the $2,600 tax would be fully credited: nothing due, but the return still filed.
Two partners in Albany
Two members form an LLC in Albany County; federally it is a partnership. Year 1: New York-source gross income is $300,000. By March 15 the LLC files IT-204 and IT-204-LL; the fee is $25 because the LLC had no New York-source gross income the year before. Year 2: the fee follows Year 1's $300,000, which falls in the tier above $250,000 and up to $500,000: $175. All work is outside New York City, so no UBT return.
An LLC that never publishes
An LLC files its articles but skips publication. After 120 days its authority to carry on business is suspended until it publishes and files the certificate, with both affidavits and $50.
Different for you?
- Your LLC will make real profit in New York City, or split work between the City and elsewhere: UBT allocation and the business tax credit decide the bill, and the books must keep City work apart; get business formation help or bookkeeping.
- Two or more members: the partnership return, fee tiers and profit split follow the operating agreement; see splitting ownership between LLC partners, get business formation help for the agreement and help with the partnership returns.
- A member lives in another state: a partnership-taxed LLC may have to pay New York estimated tax for that member on Form IT-2658, unless it is $300 or less per tax type or the member gives the LLC Form IT-2658-E, promising to pay and file in their own name (IT-2658 instructions); get help with the partnership returns.
- Your work needs a New York professional license (for example medicine, law or accounting): you form a professional service LLC (PLLC) instead (Department of State); see professional LLC or professional corporation and get business formation help.
- You are weighing an S corporation election: New York and New York City treat it differently; see state S corporation elections and should you elect S corporation status, and get help with the business returns.
- You want the pass-through entity tax: see the PTET election.
- You missed publication, or want to compare county costs: see the LLC publication requirement.
- Your LLC was formed in another state but you work in New York: see registering in another state.
- An owner lives outside the United States: see a US LLC for non-residents, step by step and get business formation help.
- You sell from outside New York into the state: see New York sales tax nexus.
- You want the steps any state shares, or what comes after approval: see how to form an LLC and after you form your company.
Figures on this page
| Figure | Value | Source |
|---|---|---|
| New York LLC Articles of Organization filing fee Paid to the New York Department of State; publication costs are extra | $200 | New York Department of State: Fee schedules Checked |
| New York domestic LLC Certificate of Publication filing fee Filed with the newspapers' affidavits of publication within 120 days of formation; newspaper charges are separate | $50 | New York Department of State: Forming a limited liability company in New York Checked |
| New York LLC deadline to publish and file the Certificate of Publication Counted from the effectiveness of the initial articles of organization. Missing it suspends the LLC's authority to carry on business until the certificate is filed. | 120 days | New York Department of State: Certificate of Publication, domestic LLC Checked |
| New York domestic LLC Application for Reservation of Name fee Optional. A reservation is not an approval of the name; the Department decides when it files the articles. | $20 | New York Department of State: Fee schedules Checked |
| New York calendar-year partnership return and LLC fee ordinary deadline Following year-end; subject to weekend and holiday adjustments. IT-204-LL filing and payment cannot be extended. | March 15 | New York: IT-204-LL instructions Checked |
| New York Department of State expedited handling fee, processing within 24 hours Per document, on top of the filing fee. Not available for biennial statements. | $25 | New York Department of State: Fee schedules Checked |
| New York Department of State expedited handling fee, processing within 2 hours Per document, on top of the filing fee. Same-day processing sits between the 24-hour and 2-hour fees. | $150 | New York Department of State: Fee schedules Checked |
| New York LLC biennial statement fee Filing fee for the biennial statement | $9 | New York Department of State: Biennial statements Checked |
| New York Form IT-204-LL filing fee for an LLC disregarded for federal tax Owed when the disregarded LLC has income, gain, loss or deduction from New York sources. Fixed amount, not prorated for a short year; read from the latest published (2025) IT-204-LL instructions. | $25 | New York Tax Department: Instructions for Form IT-204-LL Checked |
| New York partnership original return due Section 658(c)(1); all-nonresident-noncitizen partnerships follow the federal deadline. | The 15th day of the third month after year-end | New York: Tax Law section 658 Checked |
| Lowest New York Form IT-204-LL filing fee for an LLC taxed as a partnership Applies when the prior year's New York-source gross income was $100,000 or less, or there was none (for example, the LLC's first year). Not prorated for a short year. | $25 | New York Tax Department: Instructions for Form IT-204-LL Checked |
| Prior-year New York-source gross income ceiling for the lowest IT-204-LL fee An LLC taxed as a partnership with prior-year New York-source gross income above this amount moves into higher fee tiers. | $100,000 | New York Tax Department: Instructions for Form IT-204-LL Checked |
| Highest New York Form IT-204-LL filing fee for an LLC taxed as a partnership Applies when the prior year's New York-source gross income is more than $25,000,000. | $4,500 | New York Tax Department: Instructions for Form IT-204-LL Checked |
| New York City unincorporated business tax rate Applies to taxable income allocated to New York City; exemptions and credits may apply. | 4% | NYC Finance: Unincorporated Business Tax Checked |
| NYC business gross income threshold for an individual or single-member LLC UBT return More than this total gross income from all business, wherever carried on and before cost of goods sold or services, requires Form NYC-202 when the business is carried on wholly or partly in New York City. Latest published (2025) NYC-202 instructions. | $95,000 | NYC Finance: Instructions for Form NYC-202 (2025) Checked |
| NYC business gross income threshold for partnership UBT filing More than this total business gross income, regardless of where carried on and before cost of goods or services, for a partnership carrying on business wholly or partly in NYC. | $95,000 | NYC Finance: Instructions for Form NYC-204 Checked |
| Calendar-year individual NYC UBT return and payment deadline Derived from the fifteenth day of the fourth month following December 31, 2026; Thursday. | April 15, 2027 Tax year 2026 | NYC Finance: Instructions for Form NYC-202 (2025) Checked |
| Calendar-year partnership UBT return, payment and extension request date Derived from the fifteenth day of the third month following December 31, 2026; Monday. | March 15, 2027 Tax year 2026 | NYC Finance: Instructions for Form NYC-204 (2025) Checked |
| NYC UBT full-year specific exemption One exemption for a partnership; short tax periods require proration. | $5,000 | NYC Finance: Instructions for Form NYC-204 (2025) Checked |
| NYC UBT liability eligible for a full tax credit Liability at or below this amount receives the full credit; filing may still be required. | $3,400 | NYC Finance: Unincorporated Business Tax Checked |
| NYC UBT liability at which the business tax credit ends No business tax credit at this amount or above; NYC-204 Schedule A line 17 tax. | $5,400 | NYC Finance: Instructions for Form NYC-204 (2025) Checked |
| NYC estimated UBT declaration threshold for individuals, single-member LLCs and partnerships A declaration (NYC-5UBTI for an individual or single-member LLC owner, NYC-5UB for a partnership) is required when the year's estimated UBT after the business tax credit (line 6) can reasonably be expected to exceed this amount; due the 15th day of the fourth month of the tax year. Same figure on the 2026 NYC-5UB and in the 2025 NYC-202 instructions. | $3,400 Tax year 2026 | NYC Finance: Form NYC-5UBTI, declaration of estimated unincorporated business tax (2026) Checked |
| MCTMT self-employed net-earnings threshold For tax year 2026 and after. New York DTF guidance computes this net self-employment earnings threshold on an individual basis for each MCTD zone, regardless of residency or joint filing. | $150,000 Tax year 2026 | New York DTF: New York City, Yonkers and MCTMT Checked |
| MCTMT self-employed rate: Zone 1 Applies to all net earnings allocated to Zone 1 once that individual's zone earnings exceed $150,000. | 0.60% Tax year 2026 | New York DTF: Instructions for Form IT-2105 (2026) Checked |
| MCTMT self-employed rate: Zone 2 Applies to all net earnings allocated to Zone 2 once that individual's zone earnings exceed $150,000. | 0.34% Tax year 2026 | New York DTF: Instructions for Form IT-2105 (2026) Checked |
| New York new-hire reporting deadline From the employee's hiring date, defined as the first date services are performed for pay or commissions can first be earned | 20 days | New York State: Hiring employees Checked |
| New York sales tax assessment period General limit under Tax Law 1147(b) for assessing additional sales tax; a willfully false or fraudulent return filed with intent to evade the tax has no limit | Within three years after the return is filed, or at any time if no return was filed | New York Tax Law: Section 1147(b), Notices and limitations of time Checked |
| New York individual or corporate partner estimated-payment exception ceiling Annual fund estimate is not required at this amount or less for an individual or C corporation partner; individual floor applies per tax type. Also confirmed in CT-2658-I and Tax Law 658(c)(4)(D)(i). | $300 Tax year 2026 | New York: Instructions for Form IT-2658 Checked |
Primary sources
- New York Department of State: Forming a limited liability company in New York
- New York Department of State: Articles of Organization, domestic LLC (DOS-1336-f)
- New York Department of State: Certificate of Publication, domestic LLC
- New York Department of State: Fee schedules
- New York Department of State: Biennial statements
- New York Department of State: Beneficial ownership disclosure FAQs
- New York Tax Department: Instructions for Form IT-204-LL
- New York Tax Department: Instructions for Form IT-204
- New York Tax Department: Register as a sales tax vendor
- New York Tax Department: How to register for New York State sales tax (TB-ST-360)
- New York Tax Department: Hiring employees
- New York Tax Department: Instructions for Form IT-2658
- New York Tax Department: New York City, Yonkers and MCTMT
- New York Tax Department: Instructions for Form IT-2105
- New York Tax Department: Instructions for Form IT-219
- New York Business Express
- NYC Finance: Unincorporated business tax
- NYC Finance: Instructions for Form NYC-202 (2025)
- NYC Finance: Form NYC-5UBTI, declaration of estimated unincorporated business tax (2026)
- New York Tax Law section 1131
- New York Tax Law section 1133
- NYC Finance: General corporation tax
- IRS: Limited liability company
- IRS: Get an employer identification number
- FinCEN: Beneficial ownership information reporting
About this guide
Published by Cloud Accounting under standing professional approval. This version has no separately recorded personal review. It explains general rules for the tax year shown. It is not advice for your situation.
Changes
- : First published.