LLC Name Reservation Requirements in New York
At a glance
| Governing law and optional reservation scope | Optional LLC and foreign-LLC name or qualifying fictitious-name reservation under N.Y. LLC Law § 205, subject to § 204 |
|---|---|
| Who may apply and for which LLC or series name | Listed prospective domestic/foreign organizers, domestic or authorized foreign LLCs changing names, and three foreign-LLC fictitious-name routes; § 205 lists no series route (§ 205(a)-(b)) |
| Name availability, designator, distinguishability, and consent | Name must be available under § 204; LLC designator required, and names must distinguish from listed LLC, corporation, partnership, fictitious, and reserved names; restricted-word rules remain (§§ 204, 205(c)) |
| Application, signer, form, and filing office | Deliver application to Department of State stating applicant name/address, proposed name, and statutory applicant basis; Secretary may require business-purpose statement. § 205(c) states no signature or medium rule |
| Reservation, renewal, transfer, and cancellation fees | $20 reservation; $20 cancellation application (§ 1101(a), (p)) |
| Term, start date, and statutory exclusive use | Available name reserved exclusively for applicant for 60 days; certificate states reservation date. § 205(c) gives no more precise start event |
| Renewal, filing window, and repeat limits | Up to two extensions, each no more than 60 days; applicant or agent/attorney in fact files written request with certificate before current period expires (§ 205(c)) |
| Transfer notice, signer, and transferee details | Section 205 specifies no transfer procedure, notice signer, or transferee information; it describes applicant reservation, extension, and cancellation (§ 205) |
| Cancellation, withdrawal, revocation, and scope of name rights | Applicant may request cancellation before expiration; $20 filing fee. Section 205 gives no revocation process; certificate does not waive § 204 name restrictions or establish wider name rights (§§ 205(c)-(d), 1101(p)) |
Requirements one by one
Applicant and name
N.Y. LLC Law § 205(a) lists four ordinary-name applicant routes: a prospective domestic organizer, a domestic or authorized foreign LLC seeking a name change, a foreign LLC planning to apply for authority, and a person planning to form such a foreign LLC. Subsection (b) separately lists three routes for a foreign LLC's New York fictitious name. Section 205's list does not identify a registered-series applicant.
Availability and application
Section 205(a) makes the hold subject to § 204. Section 204(a) requires “Limited Liability Company,” “L.L.C.,” or “LLC”; § 204(b)(1) checks existing and reserved LLC names, while § 204(b)(2) adds corporations and limited partnerships. Under § 204(d), restrictions imposed by other state statutes also apply. Section 205(c) requires the applicant's name and address, proposed name, and the applicable statutory basis. It also permits the Secretary of State to require a business-purpose statement. The Department issues a reservation certificate if the name is available, but the certificate does not waive § 204's restrictions.
Fees, duration, and extension
Section 1101(a) prices the reservation at $20; § 1101(p) separately prices a cancellation application at $20. Under § 205(c), the Department holds an available name for 60 days and records the reservation date on its certificate. A written extension request must reach the Department before the current period expires and include that certificate. The Secretary may grant up to two extensions of no more than 60 days each.
What trips people up
The reservation certificate must accompany later articles of organization or an application for authority under § 205(c). If it was lost or destroyed, an affidavit by the applicant or an agent or attorney can substitute. A reservation also remains subject to § 204's name restrictions. Section 205 describes cancellation by the applicant before expiration but gives no transfer procedure; do not assume a private assignment changes the Department's record.
The pending A8742/S9319 would add a restriction to § 204 for certain moving-business names if enacted. The official bill action table still showed it returned to the Assembly, with no governor action, on September 30, 2026.
Common questions
Can a foreign LLC reserve a New York fictitious name?
Yes, when it fits one of § 205(b)'s three routes: planned authority application, a change of an existing fictitious name, or a home-jurisdiction name change that leaves the new name unavailable in New York.
May the applicant end the hold early?
Section 205(d) directs the Department to cancel on the applicant's request delivered before expiration. Section 1101(p) sets a $20 filing fee for that cancellation application.
Does the Department confirm receipt of the application?
Yes. Under § 205(e), the Department must confirm receipt by mail or email at the address supplied in the application and include small-business resource contacts.
Statutes and sources
The current official New York LLC Law § 204, § 205, and § 1101 supply the quoted name, reservation, and fee rules above. Accessed September 22, 2026. The pending measure's text and actions are on the official Assembly bill page.
Source links
Every statute quoted above, linked, with the date we checked it.
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