Register your business in New York

LLCs, corporations, limited partnerships and limited liability partnerships register with the New York Department of State. Sole proprietors and general partnerships don’t file there. A general partnership files an assumed name certificate with the county clerk, and a sole proprietor files one only when using a name other than the owner’s. Every LLC and corporation names the Secretary of State as its agent for legal papers, so no registered agent is required.

What’s different in New York

• New LLCs publish a notice. Within 120 days of formation, an LLC publishes a copy of its articles or a notice once a week for six weeks in a row, in two newspapers the county clerk designates, one daily and one weekly, then files a Certificate of Publication ($50). The newspapers set the price, so the cost depends on your county. Limited partnerships and LLPs publish too.
• No registered agent is required. Every LLC and corporation names the Secretary of State as its agent for service of process and gives an address where the state mails any papers it accepts. Naming a registered agent of your own is optional.
• No annual report. LLCs and corporations file a Biennial Statement every two years ($9), and most LLCs also pay the Tax Department an annual filing fee. Stay compliant has the dates.

Do this

1. Pick your structure. LLC, corporation, nonprofit corporation, partnership or sole proprietorship. A sole proprietor or general partnership can skip to step 7. Licensed professionals form a professional service limited liability company (PLLC) or a professional service corporation (P.C.) rather than an ordinary LLC or corporation.
2. Check the name. It must be distinguishable from every corporation, LLC and limited partnership on file with the Department of State. The Corporation and Business Entity Database shows what’s on file, but the Department of State cautions that a database search is not an availability answer; that comes only from a written name availability request mailed to the Division of Corporations ($5 per name, not by phone), and even a finding that a name is available is not an approval. Search the web and the federal trademark database too. Not ready to file? An Application for Reservation of Name holds the name for 60 days ($20) and can be extended twice, for 60 days each time.
3. Give an address for legal papers. Your formation document names the Secretary of State as the business’s agent for service of process and lists the address where the state should mail anything it accepts. A registered agent of your own is optional. If that address changes later, the Biennial Statement is where you update it.
4. File with the Department of State. File online or mail the form for your structure to the Division of Corporations in Albany. An online filing gets its filing receipt within minutes, by email, and you can add a certified copy or a certificate of existence to the same order. A paper filing’s receipt comes by first-class mail; for a Certificate of Incorporation the Department says it is mailed two business days after filing. The Department publishes no regular processing time. Expedited handling is $25 per document for 24 hours, $75 for the same day (requests in by 12 noon) or $150 for two hours (by 2:30 p.m.), and the expedite fee is charged whether or not the filing is accepted.
5. LLCs, limited partnerships and LLPs: publish, then file the certificate. Within 120 days of filing, publish a copy of your articles or a notice once a week for six weeks in a row, in two newspapers the county clerk designates, one daily and one weekly. The notice must match the Department of State’s records exactly, including the name. Each newspaper gives you an affidavit of publication; attach both to a Certificate of Publication and file it with $50. The publication cost is set by the newspapers, which vary by county. Miss the deadline and the result is suspension of the LLC's authority to do business until it files.
6. Ask for a Certificate of Status if your bank wants one. Some banks do. The Department of State issues it ($25) by written request, mailed, hand delivered or emailed, not online or by phone; the Certificate of Status page has the written request. Online filers can order a certificate of existence with the filing instead. A certified copy of any filed document is $10.
7. File a Certificate of Assumed Name if you use another name. A sole proprietor files it with the county clerk of each county where the business operates, and a general partnership files one there under any name. An LLC, corporation or limited partnership files it with the Department of State for $25. A corporation also pays a county fee for each county it names, $100 for each New York City county and $25 for each county outside the city; an LLC or limited partnership pays none. A certified copy ($10) must be displayed where you do business under the name.
8. Calendar what comes next. Get your tax IDs covers the Tax Department and employer registrations, and Stay compliant has the Biennial Statement, the annual filing fee and the franchise tax.

By structure

LLC

File Articles of Organization ($200), then publish and file the Certificate of Publication within 120 days. The members adopt a written operating agreement before filing, at filing or within 90 days after; it stays with the company’s records and isn’t filed. The first Biennial Statement is due two years after the Articles of Organization were filed, in the calendar month in which the formation document was filed, and every two years after that ($9). An LLC taxed as a partnership or disregarded entity also pays the Tax Department an annual filing fee on Form IT-204-LL, which is $25 in a year with no prior-year New York source income.

Corporation

File a Certificate of Incorporation ($125). The state’s form authorizes 200 shares with no par value, which is how most corporations form; you can change the stock structure on the form. Bylaws, minutes and the shareholder record are kept by the corporation, not filed. Franchise tax obligations start on the date the corporation comes into existence, whether or not it does business or makes money. S corp status takes two elections here, the federal one with the IRS and then New York’s on Form CT-6; a federal S corporation that skips the state election is taxed as a C corporation for New York purposes. The corporation files a Biennial Statement every two years ($9).

Nonprofit

A nonprofit forms as a not-for-profit corporation by filing a Certificate of Incorporation under the Not-for-Profit Corporation Law ($75), as either a charitable or a non-charitable corporation. Tax exemption is not automatic; applied for separately with the IRS and the state; 501(c)(3) status is an IRS application, and state exemption goes through the Department of Taxation and Finance. Most organizations that hold charitable assets, run charitable activities or ask for donations in New York also register with the Attorney General's Charities Bureau and file CHAR500 there every year. A nonprofit with employees registers as an employer like any other business.

Partnership

A general partnership files nothing with the state. Its only filing is a Certificate of Assumed Name with the county clerk of each county where it does business. It pays the state’s annual partnership filing fee only when its prior-year New York source gross income is at least $1,000,000. A limited partnership files a Certificate of Limited Partnership ($200) and publishes within 120 days. A limited liability partnership is for partnerships whose partners are all licensed professionals; it files a Certificate of Registration ($200), publishes within 120 days and pays the annual filing fee on Form IT-204-LL like an LLC.

Sole proprietorship

No formation filing. If you don’t register another entity, you’re a sole proprietor automatically. Using a name other than your own means filing an assumed name certificate with the county clerk of each county where the business operates.

Formed in another state

An LLC formed elsewhere files an Application for Authority ($250) with a certificate of existence from its home state dated within one year, then publishes within 120 days like a New York LLC. A corporation files an Application for Authority ($225) with a certificate of existence dated within one year; one that was already doing business in New York first gets the consent of the State Tax Commission. A foreign not-for-profit corporation pays $135. Foreign LLCs and corporations then file Biennial Statements on the same schedule as domestic ones, in the calendar month their Application for Authority was filed.

What you get back

An official filing receipt showing the filing date, the entity’s name, an extract of the filing and the fees paid. It is your proof of filing, and the Department of State doesn’t issue duplicates, so keep it. Online filers get it by email as a PDF, with any copies or certificate ordered attached; paper filers get it by first-class mail, with a certified copy, if ordered, mailed separately. You’ll need the formed entity for your EIN and bank account.