New York LLC Formation Package and Operating Agreement
New York makes a new LLC publish notice of its formation in two newspapers, and it requires a written operating agreement by statute. The Secretary of State, not a commercial registered agent, is the agent for service of process by default. The state filing fee is $200, and newspaper charges for publication come on top of it.
What New York law does to this document
Articles and the $200 fee
A New York LLC is formed by filing articles of organization with the Department of State. The filing fee is $200. The name must contain the words Limited Liability Company or the abbreviation L.L.C. or LLC. The articles must also state the county in New York where the LLC's office is to be located.
N.Y. Ltd. Liab. Co. Law §§ 203(e), 204, 1101(f)Publication within 120 days
Within 120 days after the articles take effect, the LLC must publish a notice once a week for six successive weeks in two newspapers in the county of its office. One must be a daily and one a weekly, and the county clerk designates both. The LLC then files a certificate of publication with the Department of State for a $50 fee. If it does not, its authority to carry on business in New York is suspended, although its contracts remain valid and its members do not become liable for that reason.
N.Y. Ltd. Liab. Co. Law §§ 206, 1101(s)A written operating agreement is required
The members of a New York LLC shall adopt a written operating agreement. It may be entered into before the articles are filed, at the time of filing, or within 90 days after.
N.Y. Ltd. Liab. Co. Law § 417(a), (c)Secretary of State as agent for process
The articles must designate the Secretary of State as the LLC's agent for service of process and give a post office address to which process can be mailed. Naming a registered agent in addition is optional. Every two years, in the calendar month the articles were filed, the LLC files a statement confirming that address for a $9 fee.
N.Y. Ltd. Liab. Co. Law §§ 203(e)(4), 301, 302, 1101(c)Annual state filing fee
An LLC that is a disregarded entity for federal income tax purposes pays a $25 annual filing fee. An LLC taxed as a partnership pays between $25 and $4,500, based on its New York source gross income for the prior year. The fee is due by the fifteenth day of the third month after the tax year ends, and it is paid with Form IT-204-LL.
N.Y. Tax Law § 658(c)(3)Beneficial ownership reporting
The New York LLC Transparency Act took effect on January 1, 2026 and borrows the federal definition of a reporting company. The Department of State's published position is that only LLCs formed under the law of a foreign country and authorized to do business in New York must file. It treats New York LLCs and LLCs formed in other states as exempt. Federally, FinCEN states that U.S. companies are exempt from beneficial ownership reporting under a final rule that took effect on August 14, 2026.
N.Y. Ltd. Liab. Co. Law §§ 1106-1108Where people go wrong in New York
- Skipping publication or missing the 120-day window, which suspends the LLC's authority to do business in New York until the certificate of publication is filed.
- Filing the generator's Articles of Organization as drafted: they name a registered agent and registered office but do not designate the Secretary of State as agent for service of process, give an address for mailing process, or state the county of the LLC's office, all of which Limited Liability Company Law § 203(e) requires, and nothing in the package covers newspaper publication, so conform the Articles to the Department of State's form before filing.
- Assuming the LLC shields every owner from payroll debts: under Limited Liability Company Law § 609(c) the ten members with the largest ownership percentages are jointly and severally liable for unpaid wages owed to the LLC's employees.
How the generator works
Articles of Organization plus a full Operating Agreement, adaptable to single-member or multi-member and member-managed or manager-managed. Answer a short interview and the draft assembles as you go, with New York already set as the governing state. Download it as PDF or Word. No fee. No account.