LLC Formation Lawyer — New York
We form LLCs for business owners across New York — from single-member operations to multi-member ventures. Attorney Cook holds an LL.M. in Taxation and an MBA, which means the formation process accounts for both the legal structure and the tax consequences from day one.
Call toll-free: (888) 275-2620. Available 24/7.
What We Handle
LLC formation in New York is not a single filing — it is a series of legal, tax, and compliance steps that must be completed in the right order. We handle the full process:
Entity selection analysis. Before filing anything, we evaluate whether an LLC is the right structure for your situation. Depending on your goals, an LLC, S-Corp, C-Corp, PLLC, or sole proprietorship may produce very different tax and liability outcomes. We compare the options and explain the trade-offs so you make an informed decision.
Articles of Organization. We prepare and file your Articles of Organization with the New York Department of State. This is the document that legally creates your LLC. We ensure the articles contain the correct formation details, registered agent designation, and any special provisions your business requires.
Publication requirement. New York is one of the only states that requires newly formed LLCs to publish a notice of formation in two newspapers (one daily, one weekly) in the county where the LLC is located, for six consecutive weeks. We handle newspaper selection, coordinate with the publishers, and file the Certificate of Publication with the Department of State when the publication period is complete. Publication costs vary significantly by county — in some counties, the newspaper fees alone can exceed $1,000. We advise on strategies to manage this cost. Learn more about the LLC publication requirement.
Operating Agreement. The Operating Agreement is the internal governing document of your LLC. New York requires every LLC to have one — even single-member LLCs (NY LLC Law § 417). We draft operating agreements covering member ownership percentages and capital contributions, profit and loss allocation, management structure (member-managed vs. manager-managed), voting rights and decision-making authority, distributions, restrictions on transfer of membership interests, what happens when a member dies, becomes disabled, or wants to leave, and dissolution procedures. A well-drafted operating agreement prevents disputes, protects your limited liability status, and gives the business a clear operating framework. Learn more about operating agreements.
EIN registration. We obtain your federal Employer Identification Number (EIN) from the IRS. You need this before you can open a business bank account, hire employees, or file tax returns for the LLC.
Tax election. By default, a single-member LLC is taxed as a disregarded entity (reported on the owner’s personal return), and a multi-member LLC is taxed as a partnership. But LLCs can elect to be taxed as an S-Corporation or C-Corporation if it produces a better tax result. We analyze your projected income, self-employment tax exposure, and business goals to determine whether an S-Corp election (Form 2553) or other tax election makes sense. Learn more about disregarded entity status. Learn more about S-Corp elections.
NY LLCTA compliance. The New York LLC Transparency Act took effect January 1, 2026. Following Governor Hochul’s December 2025 veto of an expansion bill, the law currently applies only to foreign-formed LLCs (entities formed outside the United States) that are authorized to do business in New York. U.S.-formed LLCs are currently exempt from LLCTA reporting. However, the law remains on the books and the scope could change through future legislation or regulatory action. We advise on whether your entity is subject to the LLCTA and monitor this area for developments. Learn more about LLCTA compliance.
FinCEN BOI reporting. Under the federal Corporate Transparency Act, LLCs were originally required to file Beneficial Ownership Information (BOI) reports with FinCEN. As of March 2025, FinCEN issued an interim final rule exempting all domestic companies and U.S. persons from BOI reporting requirements. FinCEN is expected to finalize the rule in 2026. The CTA remains federal law, and the exemption could be narrowed or reversed through future rulemaking. We monitor this and advise clients on current obligations. Learn more about BOI reporting.
Why Structure Matters
The most common mistake business owners make is forming an LLC online through a filing service without understanding the tax and legal implications. A filing service will submit your Articles of Organization for a fee, but it will not tell you whether an LLC is the right structure, whether you should elect S-Corp taxation, what your operating agreement needs to say, whether the publication requirement applies to you, or how evolving transparency reporting requirements at the state and federal level may affect your entity.
Getting it right at formation prevents problems later — tax inefficiency, personal liability exposure, disputes between members, and compliance failures that can cost far more than the filing fee you saved.
LLC vs. Corporation
LLCs and corporations both provide limited liability protection, but they differ in structure, taxation, and flexibility. Key differences:
Taxation. LLCs are pass-through entities by default — profits flow to the members’ personal returns and are taxed once. C-Corporations face double taxation — the corporation pays tax on its profits, and shareholders pay tax again on dividends. S-Corporations are pass-through but have restrictions on the number and type of shareholders.
Flexibility. LLCs offer more flexibility in how profits are allocated among members. In a corporation, distributions generally must be proportional to share ownership. In an LLC, the operating agreement can allocate profits and losses in any way the members agree to.
Formalities. Corporations require a board of directors, officers, annual meetings, and meeting minutes. LLCs have fewer mandatory formalities, making them simpler to operate.
Investment. If you plan to raise outside capital from institutional investors or go public, a C-Corporation is typically required. Most investors and venture capital funds will not invest in an LLC. If you do not need outside equity investment, an LLC is usually the more efficient structure.
The right answer depends on your business goals, tax situation, and growth plans. We evaluate all of these before recommending a structure. Learn more about corporation formation.
Multi-Member LLCs
When two or more people go into business together, the operating agreement becomes critical. Without one, New York’s default LLC rules apply — and those defaults may not reflect what the members actually agreed to. We draft multi-member operating agreements that address capital contributions (who put in what and when), how profits and losses are split, who manages day-to-day operations, what happens if a member wants out, how disputes between members are resolved, and what triggers dissolution. These are the issues that cause business breakups. Addressing them in writing at the outset is far cheaper than litigating them later.
Real Estate LLCs
Many New York property investors hold real estate in LLCs for liability protection and tax planning. We form LLCs specifically structured for real estate ownership, including proper operating agreement provisions for property management, mortgage requirements, and the tax implications of holding real property in an LLC (including the impact on New York’s real estate transfer taxes). Learn more about LLC real estate tax considerations.
Professional LLCs (PLLCs)
If you are a licensed professional in New York — physician, attorney, dentist, architect, engineer, accountant, or other profession requiring state licensure — you cannot form a standard LLC. You must form a Professional Limited Liability Company (PLLC), which requires approval from the New York State Education Department before filing with the Department of State. We handle the full PLLC formation process. Learn more about PLLC formation.
After Formation — Ongoing Compliance
Forming the LLC is the first step. Ongoing compliance includes maintaining a current operating agreement, filing biennial statements with the Department of State, meeting FinCEN BOI reporting obligations, maintaining proper books and records, keeping business and personal finances separate (essential to preserving limited liability), and filing the correct tax returns based on your entity’s tax classification. We advise clients on these requirements and can provide ongoing compliance support.
Contact Us
Call toll-free: (888) 275-2620. Available 24/7.
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