Starting a Business New York – US (For Limited Liability Company)

No.

Procedure

Time to Complete

Associated Costs

1

Reserve the company's business name (optional), file the company's articles of organization and adopt the company's operating agreement

Pursuant to Section 205 of the New York State Limited Liability Company Law, the founders may, but are not required to, reserve the name of the company with the New York State Department of State, Division of Corporations, prior to filing the company's articles of organization.

To reserve a name, the founders should file an application for Reservation of Name. The fee for filing this application is USD 20. The application holds the name for 60 days and may be extended twice for additional periods of 60 days. In order to extend the name reservation, the founder needs to submit a written request for the Extension of the Application for Reservation of Name prior to the expiration of the current reservation. The filing receipt entitled “Certificate of Reservation” issued by the Department of State for an Application for Reservation of Name must also accompany any request to extend the name reservation. The fee to extend the reservation of name is also USD 20.

Pursuant to Section 204(a) of the New York State Limited Liability Company Law, the company name must contain the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC".

Pursuant to Section 204(b) of the New York Limited Liability Company Law, the Division of Corporations is required to reject for use any limited liability company name that is not "distinguishable" from existing names on file. As provided on the website of the NY Department of State, Division of Corporations, State Records and UCCs, the only avenue to determine whether a name is available for a limited liability company is to make a name availability inquiry. The Corporation and Business Entity Database online search is intended for status inquiries of entities already on file with the Department of State.

The records of the Division of Corporations may be searched for availability of name by submitting a written request to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The written inquiry should state that you wish to determine the availability of a name and list the name or names to be searched. Pursuant to Section 96 of the Executive Law, the fee for searching the records for availability of name is $5 per name submitted.

Although it is not required, it is recommended that a copy of the name availability response be attached to the document you are submitting for filing.

A finding that the name is available is not an approval of the name by the Department of State and is not a determination that the proposed name satisfies any particular requirement of law.

Pursuant to Section 203 of the New York Limited Liability Company Law, the founders must file the company's articles of organization with the New York State Department of State, Division of Corporations. Forms can be purchased at a legal supply store or downloaded from the department’s web site. Application processing time is about 7 business days. However, optional expedited processing is available according to the following fee schedule:

- 2-hour turnaround: USD 150 (additional fee).

- Same-day service: USD 75 (additional fee).

- 24-hour turnaround: USD 25 (additional fee).

Pursuant to Section 417 of New York Limited Liability Company Law, the New York State requires an LLC to have a written operating agreement but such agreement does not have to be filed with the state. An operating agreement may be entered into by the members before at the time of or within ninety (90) days after the filing of the articles of organization.

Regardless of whether such agreement was entered into before, at the time of or after such filing, such agreement may be effective upon the formation of the limited liability company or at such later time or date as provided in the operating agreement; provided, however, under no circumstances shall an operating agreement become effective prior to the formation of such company.

1 day

USD 275 (USD 200 filing fee, USD 75 expedited service fee)

2

Apply for federal identification number (EIN) for tax and employer purposes

The company needs to apply for the federal employer identification number ("EIN"), used for tax and employer purposes, founders must file IRS Form SS-4 (available from the US Internal Revenue Service).
It is possible to apply online (processing time: immediate), by telephone (processing time: immediate), by fax (processing time: 4 business days) or by mail (processing time: 4 weeks). If applicants apply online, they do not need fill out IRS Form SS-4.

Less than one day (online procedure)

no charge

3

Register to collect State sales tax

Businesses that "sell taxable tangible personal property, perform taxable services, receive amusement charges, or operate a hotel or motel, and restaurants, taverns, or other establishments that sell food and drink" must register as a sales tax vendor and obtain a Certificate of Authority, as well as those businesses that buy and sell for resale (for example, a wholesale distributor).

To register, the founders must file Form DTF-17 or register online at the website of the New York State Department of Taxation and Finance.

After registering for sales tax, a Certificate of Authority will be issued for the company. After that, company can collect sales tax from customers, issue and approve New York tax exemption voucher.

The company has to show Certificate of Authority at business address. If there is no business address they can show it on car, trolley, selves, or any vehicles using for business operating. Penalty for contravention of this rule is $50.

The company must file quarterly sales and use tax returns regardless of whether it has started or done any business.

See the Department of Taxation and Finance's Official Publication 750, "A Guide to Sales Tax in New York State" for more details.

Less than one day (online procedure)

no charge

4

Register as an employer with the Unemployment Insurance Division at the State Labor Department

Founders must register as an employer by completing Form NYS-100, so that the New York State Department of Labor may determine if the company is liable under the New York State Unemployment Insurance Law.

If the company is determined liable, the Department of Labor will send the company quarterly combined withholding, wage reporting and unemployment insurance returns for reporting wages paid to the company's employees.

Business employers may register online at the New York State Department of Labor website or by completing Form NYS-100 and submitting it by mail. Before an employer can register, it must obtain a federal employer identification number from the US Internal Revenue Service. The Form NYS-100 can also be submitted by fax. This is often done by or through a payroll service.

Notice that before registering as an employer the company must has been granted a federal employer identification code by US Internal Revenue Service)

1 day

no charge

5

Arrange for workers' compensation and disability insurance

As a New York employer, the LLC must obtain and maintain workers’ compensation insurance and disability insurance for its employees by purchasing a workers’ compensation insurance policy and a disability benefits insurance policy from an authorized private insurance carrier or through the NYS Insurance Fund (or by self-insurance for workers' compensation).

The company’s federal employer identification number ("EIN") is the company’s primary identification with respect to communications with the Workers’ Compensation Board (the "Board") or by becoming a member of a group self-insurer authorized by the Board.

The company must give its EIN to its insurance carrier when obtaining or maintaining its workers’ compensation or disability coverage. Workers’ compensation insurance floor is calculated using each employee’s risk classification, salary, and total payroll.

1 day

no charge

6

Arrange for publication and submit certificate and affidavits of publication

Section 206 of the New York State Limited Liability Company Law requires that within 120 days (after the effectiveness of the initial articles of organization), a limited liability company (LLC) must publish in two newspapers a copy of the articles of organization or a notice related to the formation of the LLC once in each week for six (6) successive weeks. The newspapers must be designated by the county clerk of the county in which the office of the LLC is located, as stated in the articles of organization.

The State of New York website has a directory of New York county website: http://www.nysegov.com/citguide.cfm?context=citguide&content=munibycounty1, in which the entrepreneur can use as a reference to find the county in which need to be published. The cost of notice of publication will vary by county.

After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached.

It must be submitted to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The fee for filing the Certificate of Publication is USD 75.

1 day

USD 475