New York: Domestic LLC Formation Filing Requirements
The short answer
A New York LLC is formed through organizer-signed Articles of Organization filed with the Department of State for $200. The articles state the LLC name, New York county of office, Secretary of State service designation and process-forwarding address, plus any applicable optional terms; they do not ordinarily name members or managers. Formation occurs on filing or a stated later time within 60 days, and most LLCs must complete two-newspaper publication and file a $50 Certificate of Publication with both affidavits within 120 days after the articles become effective.
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This is the general rule in New York. Ezel applies current New York law to your specific facts and answers with citations to the statutes.
| Governing law and filing record | New York Limited Liability Company Law; Department of State Articles of Organization (§ 203) |
|---|---|
| Organizer and signature | One or more persons may organize; any person or business entity may serve and need not be a member. Organizer signs; signer name and capacity required (§§ 203(a)-(b), 207) |
| Required entity and purpose terms | Name with Limited Liability Company, L.L.C., or LLC; purpose is optional; dissolution date stated only if a specific date is chosen (§§ 203(e), 204(a)) |
| Addresses and service fields | New York county of office; SOS designation; process-forwarding postal address; optional service-notice email and private registered agent; filer name/mailing address (§ 203(e); DOS-1336-f) |
| Management and owner disclosure | No manager, member, management-choice, or ownership list required in ordinary articles; optional authority limits or member-liability election may be stated (§ 203(e)(6)-(7)) |
| Optional and restricted provisions | Specific dissolution date, private registered agent, member-liability election, purpose, authority limits, and other lawful internal-affairs terms allowed (§ 203(e)(3), (5)-(7)) |
| Filing method, fee, and attachments | Online filing available; DOS also publishes paper Form DOS-1336-f. $200 base fee; current form includes a cover sheet and lists no separate ordinary-LLC attachment (DOS, as of July 29, 2026) |
| Formation and effective date | Formed on filing or a stated later time no more than 60 days after filing; at least one member required at formation (§ 203(c)-(d)) |
| Publication and initial follow-up | Within 120 days after effectiveness: publish once weekly for 6 successive weeks in 2 county-clerk-designated papers, then file $50 Certificate of Publication + both affidavits; omission suspends business authority (§ 206) |
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Requirements one by one
Governing law and filing record
New York uses Articles of Organization under the Limited Liability Company
Law. Section 203(a) calls for preparing, executing, and filing that record with
the Department of State. This row covers an ordinary domestic LLC formed from
scratch, not a professional LLC, foreign qualification, or conversion.
Organizer and signature
One or more persons may organize the LLC, and § 203(b) says an organizer may,
but need not, be a member. The Department of State further states that the
organizer may be a person or business entity.
Section 207 requires the initial articles to be signed by an organizer and to
include each signer's name and capacity. An attorney-in-fact may sign, but the
power of attorney must be kept in the LLC's records even though it need not be
filed with the Department.
Required entity and purpose terms
The articles state the LLC's name. Under § 204(a), the name must contain the unabbreviated
words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC.”
Purpose is not part of § 203(e)'s mandatory ordinary-articles list. It is one of
the internal-affairs provisions the members may add. A latest dissolution date
is stated only when the company chooses a specific date in addition to the
statutory dissolution events.
Addresses and service fields
The articles identify the New York county in which the LLC's office will be
located. That county field is not a principal-office street address.
They also designate the Secretary of State as agent for service and give the
postal address for forwarding process. The current DOS-1336-f form offers an
optional email for notice of electronic service and separately collects the
filer's name and mailing address. Section 203(e)(5) permits, but does not
require, a separate private registered agent with a New York address.
Management and owner disclosure
The ordinary articles do not have to name managers or members or state whether
management is vested in members or managers. Section 203(e)'s required list
instead focuses on the entity, county, service designation, and any elected
special terms.
If the members choose, the articles may state limits on a member's or manager's
authority. They must also state that all or specified members are personally
liable for specified company obligations if the company affirmatively elects
that unusual treatment under § 203(e)(6).
Optional and restricted provisions
Section 203(e)(7) permits other provisions “not inconsistent with law” for the
LLC's internal affairs. Its examples include purpose, limits on member or
manager authority, and provisions permitted in the operating agreement.
Those public clauses remain optional drafting choices. The Department's form
expressly warns that it does not contain every optional provision and permits a
filer to draft a different form.
Filing method, fee, and attachments
The Department currently offers online filing and publishes paper Form
DOS-1336-f. The base Articles of Organization fee is $200. The paper packet
begins with a document-and-certificate cover sheet; the current ordinary form
lists no separate mandatory formation attachment.
Certified copies, status certificates, and expedited handling are optional
services with separate charges.
Formation and effective date
Under § 203(d), the LLC forms when the Department files the initial articles
unless the articles specify a later time. The delayed time cannot be more than
60 days after filing.
Formation also requires at least one member at that time. The organizer does not
have to be that member.
Publication and initial follow-up
Under § 206(a), most LLCs must publish a copy of the articles or a formation
notice once each week for six successive weeks in two newspapers designated by
the county clerk. One is weekly and one is daily.
Within 120 days after the articles become effective, the LLC files a
Certificate of Publication with both newspapers' affidavits. The current
state filing fee is $50; newspaper charges are separate.
If proof is not filed within the 120-day period, § 206 suspends the LLC's
authority to carry on, conduct, or transact business in New York. The
Department's current publication page states that filing the certificate and
affidavits after suspension annuls the suspension.
What trips people up
The clock begins at effectiveness, not necessarily filing. A delayed
effective time under § 203(d) moves the starting point for the 120-day
publication period. It does not extend the six-week sequence once that period
begins.
The county controls the newspapers. Section 206 does not let the LLC choose
any two publications. The county clerk designates the papers, and the published
name and formation information should match the Department's filed record.
Publication is not included in the $200 articles fee. The company separately
pays the newspapers and then pays the Department's $50 Certificate of
Publication fee.
The publication rule may change. A3546 and S6483 remain pending as of July
29, 2026. If enacted, they would repeal § 206's private-newspaper process and
substitute Department of State electronic publication after a 180-day delay.
Common questions
Must the organizer own the LLC? No. Section 203(b) expressly separates the
organizer role from membership.
Do the articles disclose a principal street address? Not in the ordinary
minimum filing. They identify a New York county of office and a postal address
for the Secretary of State to forward process.
Is the biennial statement due immediately? No. The Department states that
the first biennial statement is due two years after the Articles of Organization
were filed. Later cycles belong to the periodic-report survey.
Statutes and sources
- N.Y. LLC Law §§ 203-204 — formation, organizer status, required and
optional article terms, 60-day delayed effectiveness, and LLC designator.
https://www.nysenate.gov/legislation/laws/LLC/203
(accessed 2026-07-29) - N.Y. LLC Law § 206 — two-newspaper publication, six-week sequence,
affidavits and proof filing, 120-day deadline, and suspension.
https://www.nysenate.gov/legislation/laws/LLC/206
(accessed 2026-07-29) - N.Y. LLC Law § 207 — organizer signature, attorney-in-fact, and signer
name and capacity.
https://www.nysenate.gov/legislation/laws/LLC/207
(accessed 2026-07-29) - New York Department of State, Form DOS-1336-f and formation page —
current article fields, paper form, online availability, and $200 fee.
https://dos.ny.gov/system/files/documents/2023/01/1336-f.pdf
(accessed 2026-07-29) - New York Department of State, Certificate of Publication page and fee
schedule — affidavits, $50 proof filing, suspension, and late cure.
https://dos.ny.gov/certificate-publication-domestic-limited-liability-company-0
(accessed 2026-07-29) - NY A3546 / S6483 (2025-2026) — pending repeal of private publication and
proposed Department electronic-publication replacement.
https://www.nysenate.gov/legislation/bills/2025/A3546
(status checked 2026-07-29)
Source links
Every statute quoted above, linked, with the date we checked it.
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