Flat-fee LLC formation for New York and Delaware entities — articles of organization, operating agreement, EIN, publication requirement compliance, S-corp tax election. Fixed pricing set in writing before any work begins.
Average quote turnaround: under 1 hour · Free consultation, no obligation
An LLC is a state-law entity that separates business liability from personal liability — meaning if the business is sued or owes money, the owner's personal assets are generally protected. That's the headline benefit. The other significant benefit is tax flexibility: an LLC can be taxed as a sole proprietorship, partnership, S-corp, or C-corp, depending on what fits the business best. The trade-off is annual filings, recordkeeping discipline, and (in New York) a publication requirement that adds cost and complexity.
Formation itself is structurally simple — file articles of organization with the Secretary of State and pay the filing fee. Doing it correctly is more involved. The decisions that matter at formation include: what state to form in (NY or Delaware are the most common for NY-operating businesses), what tax election to make (default partnership taxation, or S-corp election for certain owner-distribution patterns), how to draft the operating agreement (the document that actually governs the business), how to handle the NY publication requirement (a 6-week newspaper publication that costs $400-2,000 depending on county), and whether to engage a registered agent (required in some states, optional in others). Each decision has follow-on consequences that are easier to set up correctly at formation than to fix later.
The most common formation mistake is filing without an operating agreement. New York technically requires LLCs to have one, but the state doesn't enforce this — the LLC will be formed and will operate without an operating agreement. The problem comes later, when ownership changes, when there's a disagreement, when one member wants out, or when the LLC is acquired. Without a written operating agreement, default state law fills the gaps, and default state law often produces results the members didn't expect or want. We don't form LLCs without operating agreements.
For most NY-operating businesses, formation is in New York. Delaware formation is common for venture-backed companies (Delaware courts are well-developed and Delaware corporate law is favorable in disputes), but adds complexity for NY-operating businesses (you'll need to register as a foreign LLC in NY and pay both states' annual fees). For most small businesses, single-state formation in NY is the right answer. We discuss the trade-offs before filing.
The articles of organization is the foundational filing. It includes the LLC name (which must be distinct from existing NY entities), the county of principal office, the registered agent (the LLC itself is the default in NY), and the dissolution date (typically left blank for perpetual existence). We file the articles online; processing time is typically 1-3 business days for standard processing.
NY law requires every newly formed LLC to publish notice of formation in two newspapers (one daily, one weekly) for 6 consecutive weeks, in the county where the LLC is principally located. The cost varies dramatically by county — Manhattan is most expensive ($1,200-2,000), outer boroughs and other NY counties are cheaper ($400-800). After publication, an affidavit of publication is filed with the state. Failure to comply suspends the LLC's right to bring lawsuits in NY courts (but doesn't dissolve the LLC). We coordinate publication and the follow-up affidavit filing.
The LLC needs a federal Employer Identification Number from the IRS (free, online application). With multiple owners, the LLC also needs to decide its federal tax classification. Default is partnership taxation; the alternative most often considered is S-corp election (Form 2553), which can produce payroll-tax savings for owners taking large distributions. The S-corp election has technical requirements and timing rules; we walk through whether it makes sense for a specific business before filing.
The operating agreement governs how the LLC actually operates. For single-member LLCs it's relatively simple — it documents that the member owns 100% and has full control. For multi-member LLCs, the operating agreement is the most important document the business has. Common provisions: ownership percentages, capital contributions, profit and loss allocation, distribution timing, management structure (member-managed vs. manager-managed), decision-making rights, transfer restrictions on member interests, buy-sell triggers, dispute resolution, and dissolution. We draft custom operating agreements; templates almost always produce gaps or misalignments later.
With the LLC formed and the EIN in hand, the business can open a bank account, register for state taxes, apply for any required state and local business licenses, and begin operating. We don't handle the operational setup directly but we provide guidance on what's needed and refer to accountants for the tax setup work.
NY state filing fee: $200. The publication requirement adds $400-2,000 depending on county (Manhattan is the most expensive; outer borough counties are cheaper). EIN application: free. Registered agent service (if used): typically $100-200/year. Annual NY LLC franchise tax: minimum $25, scaling with income for some entities.
Our flat fee covers: state and entity-type consultation, articles of organization filing, EIN application, custom operating agreement drafting, S-corp election filing if applicable, publication coordination (publication costs are a separate hard cost paid to the publishers), and post-formation guidance on next steps. We quote each formation specifically; complexity factors include number of members, S-corp election, and whether the operating agreement has unusual provisions (multi-class ownership, complex vesting, drag-along/tag-along terms).
Multi-member LLCs with substantive operating agreement negotiations are priced higher than single-member formations. Get a free quote in under an hour by submitting the contact form.
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For most NY-operating small businesses, NY is the right answer. Delaware is the right answer for venture-backed startups planning to raise institutional capital (Delaware corporate law is what investors expect), or for businesses that need Delaware's well-developed court system for disputes. The trade-off with Delaware is that NY-operating Delaware LLCs need to register as foreign entities in NY and pay annual fees in both states — adding cost and complexity. We discuss the specific situation before filing.
NY law requires newly formed LLCs to publish notice of formation in two newspapers for 6 consecutive weeks, then file an affidavit with the state. The cost ranges $400-2,000 by county. You cannot avoid it for an NY LLC. Some businesses form in another state to avoid the requirement, but if they operate in NY they still need to register as a foreign LLC and the publication requirement applies to the foreign registration too. The requirement is widely viewed as obsolete and there have been legislative proposals to eliminate it, but as of now it still applies.
Technically required by NY law, but the law isn't enforced. The practical answer is yes — for two reasons. First, banks often ask for the operating agreement when opening business accounts. Second, having a written operating agreement strengthens the liability shield by demonstrating that the LLC operates as a separate entity. Single-member operating agreements are simple but valuable; we include one in every formation.
An S-corp election (filed via Form 2553 with the IRS) changes how the LLC is taxed federally. The owner pays themselves a 'reasonable salary' (subject to payroll taxes) and takes the rest as distributions (not subject to self-employment tax). For LLCs with consistent profitability above approximately $50,000-80,000 per year per owner, S-corp election typically saves payroll taxes — often $5,000-15,000+ per year. Below that threshold, the additional payroll administration costs outweigh the savings. The election has timing rules and requires payroll setup; we coordinate with accountants.
Articles of organization typically file in 1-3 business days. The publication requirement adds 6 weeks before the formation is fully complete (publication happens during this window). Most clients can begin operating with their LLC immediately after the articles file (using the EIN and operating agreement); the publication requirement runs in the background and doesn't gate operations.
State filing fee $200 + publication costs ($400-2,000 by county) + our flat fee. We quote our fee in writing before any work begins, scaled to single-member vs. multi-member and the complexity of the operating agreement. Get a free quote in under an hour.
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