The New York Department of State runs the state's business register through its Division of Corporations, State Records and Uniform Commercial Code. It files articles for corporations, LLCs and limited partnerships, takes biennial statements and assumed name certificates, and issues Certificates of Status. Online filings use the e-Corp system, and lookups use the Corporation and Business Entity Database.
New York does a few things its own way. The Secretary of State is the agent for service of process for every LLC, so a private registered agent is optional. New LLCs must publish notice of their formation. And the yearly report most states ask for is replaced by a $9 statement every two years.
Searching the New York business entity database
Start by picking a Search By type, then type a name or the DOS ID. The Search Functionality field sets how names match, so you can switch from begins with to contains when a first attempt finds nothing. Status and entity type filters help narrow a long list.
| Official business search | apps.dos.ny.gov/publicInquiry (apps.dos.ny.gov, checked ) |
|---|---|
| Name availability check | Yes (dos.ny.gov, checked ) |
| What a result means | Preliminary. DOS says a finding that a name is available is not an approval, and a final determination is made only when the articles are reviewed and filed. (dos.ny.gov, checked ) |
- Pick the Search By type first, then enter the name or ID.
- Change the matching rule (begins with, contains, etc.) in the Search Functionality field.
- Optionally filter by entity status and entity type.
- The database also holds assumed name filings for corporations, LLCs and limited partnerships.
From dos.ny.gov, checked .
The database also shows assumed names filed by corporations, LLCs and limited partnerships. New York keeps no officer data, so you cannot look a company up by the name of a director. The Department of State says the database should not be used to decide whether a name is acceptable.
New York status words
Status here is simple. A domestic corporation or LLC stays Active until it dissolves, so Active alone does not prove the company is up to date. Look for a past due flag on the biennial statement as well.
| Status shown | What it means |
|---|---|
| Active | The entity is currently active in DOS records. A domestic corporation or LLC stays active until it dissolves. |
| Inactive | The entity is no longer active, for example after dissolution, merger or revocation of authority. |
| Past Due (biennial statement) | The entity has not filed its required biennial statement and records show it as past due in that filing. |
Status wording from dos.ny.gov, checked .
Fees at the New York Department of State
Articles of Organization for an LLC cost $200. A Certificate of Incorporation costs $125, and a not-for-profit corporation pays $75. A foreign LLC applying for authority pays $250 and must publish too.
| Form an LLC | $200 (dos.ny.gov, checked ) |
|---|---|
| Form a corporation | $125 (dos.ny.gov, checked ) |
| Form a nonprofit | $75 (dos.ny.gov, checked ) |
| Register an out-of-state LLC | $250 (dos.ny.gov, checked ) |
| Reserve a name | $20 (dos.ny.gov, checked ) |
| Annual or biennial report | LLC: $9; corporation: $9 (dos.ny.gov, checked ) |
| Good standing certificate | $25 (dos.ny.gov, checked ) |
| Faster processing | 2 hours: $150; same day: $75; 24 hours: $25 (dos.ny.gov, checked ) |
Rather not file it yourself? Ask our private filing service about forming or reporting in New York. State fees are separate.
Expedited handling is charged per document on top of the filing fee: $25 for 24 hours, $75 for same day and $150 for two hours. Biennial statements cannot be expedited.
The New York biennial statement
Every corporation and LLC files a biennial statement in the calendar month of its original filing, once every two years. It costs $9. New York sets no late fee, but a company that misses it shows as past due in the records and on any Certificate of Status.
| Fee | LLC: $9; corporation: $9 (dos.ny.gov, checked ) |
|---|---|
| When it is due | Every two years, in the calendar month the entity was originally filed. Cannot be filed before that month. (dos.ny.gov, checked ) |
| If you file late | No late fee stated. Entity shows as past due in DOS records and on status certificates. (dos.ny.gov, checked ) |
| Franchise or privilege tax | Corporations must file franchise tax reports annually with the NY Tax Law, even if inactive. Amount not checked. (dos.ny.gov, checked ) |
| Where to file | filings.dos.ny.gov/ords/r/corpanc/ecorp/ecorphome (dos.ny.gov, checked ) |
Corporations also file franchise tax reports each year with the tax department, even when they are inactive. That filing is separate from the Department of State. The annual report deadlines by state page compares New York with other states.
New York business name rules
An LLC name must include Limited Liability Company, LLC or L.L.C. A corporation name needs the word corporation or limited, or an abbreviation such as Corp., Inc. or Ltd. Each name must be different enough from the names already on the Department of State index.
| LLC name must include | Limited Liability Company, LLC, L.L.C. (nysenate.gov, checked ) |
|---|---|
| Corporation name must include | corporation, incorporated, or limited, or an abbreviation of one (nysenate.gov, checked ) |
| Words that are limited | Section 204 of the LLC Law lists prohibited and restricted words. Some words need consent from other state agencies first. (dos.ny.gov, checked ) |
| How different a name must be | Name must be 'such as to distinguish it' from names of existing entities on the DOS index (LLC Law section 204(b); BCL section 301(a)(2)). (nysenate.gov, checked ) |
| Reservation fee | $20 (dos.ny.gov, checked ) |
| Reservation lasts | 60 days (LLC) (nysenate.gov, checked ) |
Reserving a name costs $20 for a business corporation, LLC or limited partnership, and $10 for a not-for-profit. An LLC name reservation lasts 60 days. Some words need consent from another state agency before the Department of State accepts them.
Service of process in New York
An LLC must designate the Secretary of State as agent for service of process and give an address for mail (LLC Law section 301). A separate registered agent is optional. (nysenate.gov, checked )
Because the state receives legal papers for you, the address you give for forwarding mail must stay current. If you do hire a registered agent, our guide on changing a registered agent explains how to switch.
New York Certificate of Status
A Certificate of Status confirms that the entity exists and shows whether its biennial statement is up to date. It costs $25. Order it by mail or in person, as the Department of State does not take online or phone orders for it.
What it costs, where to order it and what blocks it are in our New York good standing guide.
Assumed names in New York
Corporations, LLCs and limited partnerships file a Certificate of Assumed Name with the Department of State for $25. Corporations also pay county fees: $100 for each New York City county and $25 for each other county. LLCs and LPs pay no county fee. Sole proprietors and general partnerships file with the county clerk instead.
Both. Corporations, LLCs and LPs file a Certificate of Assumed Name with the state Department of State: $25 plus county fees (none for LLCs and LPs; corporations pay $100 per NYC county and $25 per other county). Sole proprietors and general partnerships file with the county clerk. (dos.ny.gov, checked )
Contact the New York Division of Corporations
| Office | New York Department of State, Division of Corporations, State Records and Uniform Commercial Code (dos.ny.gov, checked ) |
|---|---|
| Division | Department of State (dos.ny.gov, checked ) |
| Officeholder | Walter T. Mosley (dos.ny.gov, checked ) |
| Phone | (518) 473-2492 (dos.ny.gov, checked ) |
| Hours | Monday to Friday, 8:45 a.m. to 4:30 p.m. Eastern (given for search and results questions to the Division of Corporations) (dos.ny.gov, checked ) |
| Mailing address | One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231 (dos.ny.gov, checked ) |
| Street address | One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231 (dos.ny.gov, checked ) |
The office is at One Commerce Plaza, 99 Washington Avenue, in Albany. Have the DOS ID at hand when you call, since it pins down the exact record.
Sources
- dos.ny.gov/division-corporations-state-records-and-uniform-commercial-code: office name, division. Checked .
- dos.ny.gov/about-us: officeholder. Checked .
- dos.ny.gov/forming-limited-liability-company-new-york: mailing address, phone, search disclaimer, restricted words. Checked .
- dos.ny.gov/certificate-status: street address. Checked .
- data.ny.gov/api/views/n9v6-gdp6.json: contact page. Checked .
- dos.ny.gov/corporation-and-business-entity-search-database: hours, search tips. Checked .
- apps.dos.ny.gov/publicInquiry/: business search. Checked .
- dos.ny.gov/fee-schedules: name check, name reservation fee, LLC filing fee, corporation filing fee, nonprofit filing fee, foreign LLC fee, expedite fees, certificate fee. Checked .
- www.nysenate.gov/legislation/laws/LLC/204: LLC name endings, name rule. Checked .
- www.nysenate.gov/legislation/laws/BSC/301: corporation name endings. Checked .
- www.nysenate.gov/legislation/laws/LLC/205: name reservation term. Checked .
- dos.ny.gov/biennial-statements-business-corporations-and-limited-liability-companies: report fee, report due date, late penalty. Checked .
- dos.ny.gov/forming-business-corporation-new-york: franchise tax. Checked .
- dos.ny.gov/e-corp-online-filing-system: online filing. Checked .
- www.nysenate.gov/legislation/laws/LLC/301: registered agent rule. Checked .
- dos.ny.gov/faqs-corporations-business-entities: status terms. Checked .
- dos.ny.gov/certificate-assumed-name: assumed names (DBA). Checked .