New York Business Formation Lawyer — LLCs and Corporations
Ronald S. Cook, P.C. forms LLCs, corporations, PLLCs, and nonprofits for New York business owners, and structures each entity for liability protection and tax treatment from day one. Attorney Ronald S. Cook holds dual LL.M. degrees in Taxation and Bankruptcy plus an MBA, and wrote Entrepreneur’s Legal Playbook: Forming Your New York Business.
Call toll-free: (888) 275-2620. Available 24/7.
Start Here: Which Entity Are You Forming?
Form an LLCThe most common choice for small businesses, real estate holdings, and single-owner ventures. Pass-through taxation, liability protection, and flexible management — but New York adds requirements most online services skip, including the publication requirement under LLC Law § 206 and a written operating agreement under LLC Law § 417. The LLC publication requirement |
Form a CorporationThe structure for businesses raising capital, issuing shares, or planning growth beyond a single owner. We prepare the certificate of incorporation under Business Corporation Law § 402, bylaws, initial resolutions, and stock issuance — and handle the S corporation election under IRC § 1362 when pass-through taxation fits your numbers. Corporation formation in New York IRS S-election for corporations |
Licensed Professional? You Need a PLLC or PCPhysicians, dentists, attorneys, architects, engineers, and other New York licensees cannot use a standard LLC or corporation for professional practice. We form PLLCs and professional corporations, including the education department consent step that stalls do-it-yourself filings. Read our New York PLLC formation guide, and for healthcare practices, our page on telemedicine practice formation. |
What Attorney Formation Includes That Online Filing Services Skip
The documents that govern the business, not just the filing. An online service files a certificate and stops. The certificate is the least important document you’ll sign. The operating agreement or shareholder agreement determines what happens when an owner dies, divorces, wants out, or stops contributing — and if you never sign one, New York’s default statutory rules decide those questions for you, usually badly.
Tax structure decided before formation, not after. Whether your entity should be taxed as a disregarded entity, partnership, S corporation, or C corporation depends on your income, owners, and exit plans. Attorney Cook’s LL.M. in Taxation means the entity choice and the tax election are made together. Getting it wrong is fixable — see our F-reorganization page — but fixing costs more than choosing correctly.
New York’s publication trap. New LLCs must publish notice in two newspapers for six consecutive weeks under LLC Law § 206, in the county of the LLC’s office. Miss it and the LLC’s authority to do business in New York is suspended. Online services routinely leave this to the customer, who learns about it when a bank or lender asks for the certificate of publication. Details on our publication notice page.
Flat-fee formation packages. Formation work is quoted as a flat fee before you engage the firm, so you know the cost up front.
Compliance After Formation
Formation is the first filing, not the last. Federal beneficial ownership reporting under the Corporate Transparency Act has shifted significantly — under FinCEN’s March 2025 interim final rule, domestic companies are exempt from BOI reporting, while foreign entities registered in the U.S. still report. New York’s LLC Transparency Act imposes its own disclosure regime, currently applicable to foreign-formed LLCs. Both are covered on our FinCEN BOI compliance and NY LLCTA compliance pages. Corporations and LLCs also owe New York biennial statements, and businesses with employees need workplace policies — see employee handbook drafting and New York licensing requirements.
Every Entity Type Available in New York
Sixteen entity forms are available under New York law. Most businesses land on an LLC or corporation, but the right answer depends on liability, taxation, ownership, and licensing:
| Entity | Typically Used For | Liability / Tax Notes |
|---|---|---|
| LLC | Small businesses, real estate, most startups | Limited liability; pass-through taxation by default |
| Corporation (C-Corp) | Raising capital, issuing shares, growth companies | Limited liability; corporate-level tax plus shareholder tax |
| S Corporation | Closely held businesses seeking pass-through treatment | 100-shareholder cap; shareholders must be U.S. persons |
| PLLC | Licensed professionals (medicine, law, architecture) | Members must hold the New York license |
| Professional Corporation (PC) | Licensed professionals preferring corporate form | Corporate structure limited to licensees |
| Nonprofit Corporation | Charitable, educational, religious organizations | Eligible for 501(c)(3) exemption; no profit distribution |
| Sole Proprietorship | Single-owner business with no entity filing | Unlimited personal liability |
| General Partnership | Two or more owners, no filing | Each partner personally liable for business debts |
| Limited Partnership (LP) | Passive-investor structures | General partners liable; limited partners capped at investment |
| LLP | Professional partnerships (law, accounting) | Limited liability within partnership structure |
| Benefit Corporation | For-profit with a stated public benefit | Higher accountability and reporting standards |
| L3C | Socially beneficial ventures | LLC form with profit as secondary purpose |
| Cooperative | Member-owned businesses | Democratic governance; one member, one vote |
| Joint Venture | Two or more parties, single undertaking | Structured as LLC, corporation, or partnership by agreement |
| Foreign Corporation / LLC | Out-of-state entities doing business in New York | Requires New York authority filing and compliance |
| Trust | Asset holding and management | Trustee holds property for beneficiaries |
Attorney Cook Wrote the Book on New York Entity Formation
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Entrepreneur’s Legal Playbook: Forming Your New York Business covers entity selection, formation mechanics, and the New York-specific requirements discussed on this page. View books published by Attorney Ronald S. Cook on Amazon. Related services once you’re formed: contract drafting, business transactions, buying a business, and the full range of New York business law services. |
Contact Us
Call toll-free: (888) 275-2620. Available 24/7.
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Last reviewed by Attorney Ronald S. Cook — September 2026
This page is for informational purposes only and does not constitute legal advice.
