Domestic LLC Formation Filing Requirements in New York

At a glance

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 September 30, 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 2026-09-30)