New York Certificate of Formation: Articles & Cost (2026)
New York has no document literally called a “Certificate of Formation.” To create a New York LLC you file the Articles of Organization (Form DOS-1336) with the New York Department of State and pay a $200 fee. Within 120 days you must publish notice in two newspapers and file a $50 Certificate of Publication.
Quick Answer
- Actual document
- Articles of Organization (New York has no LLC “Certificate of Formation”)
- Where the term comes from
- “Certificate of Formation” is Delaware’s LLC term
- Agency
- New York Department of State, Division of Corporations
- Filing fee
- $200 (2026), Form DOS-1336
- Governing law
- NY Limited Liability Company Law § 203
- Publication
- Required within 120 days; Certificate of Publication $50
Does New York Have a “Certificate of Formation”?
No. “Certificate of Formation” is the name Delaware gives the document that creates an LLC, and Texas, Washington, and New Jersey use it too. New York does not. In New York the charter document for a limited liability company is the Articles of Organization, governed by section 203 of the New York Limited Liability Company Law and filed with the Department of State. The two documents do the same job - they bring the LLC into legal existence - but only the name differs by state.
This matters in practice because banks, lenders, and out-of-state registration forms sometimes ask a New York LLC for its “Certificate of Formation.” The correct response is the filed Articles of Organization, plus a certified copy or Certificate of Status from the Department of State when official proof is required. Do not confuse it with New York’s Certificate of Publication, which is a separate post-formation filing described below. For the national overview, see how to form an LLC.
Agency and Form: Department of State
A New York LLC is created by filing the Articles of Organization with the New York Department of State, Division of Corporations on Form DOS-1336. Filing and the Department’s acceptance is the legal act that forms the LLC under LLC Law section 203. You can file online through the Department’s business filing portal, by mail, by fax with a prepaid account, or in person. Standard processing takes a few business days, and expedited handling is available for $25 (24-hour), $75 (same-day), or $150 (2-hour).
New York reserves “certificate” language for other entities: a corporation files a Certificate of Incorporation, and a limited partnership files a Certificate of Limited Partnership. Only the LLC uses “Articles of Organization.” For the full state walkthrough, see how to form an LLC in New York, and to verify an existing entity, use the New York business entity search.
What the Articles of Organization Must Include
Section 203 of the LLC Law sets out the required contents. The form is short but precise:
- LLC name containing “Limited Liability Company,” “LLC,” or “L.L.C.,” distinguishable from existing names under section 204.
- County in New York where the office is located - this determines the newspapers used for publication.
- Secretary of State as agent for service of process, with a post-office address to which the Secretary forwards process.
- Optional registered agent, effective date, and dissolution date.
Ownership, management, and voting rules go in a separate operating agreement, which New York law requires members to adopt but which is not filed with the state.
New York LLC Filing Fees (2026)
The $200 filing fee is only the start; New York’s publication requirement adds meaningful cost. All amounts below are set by the Department of State and are effective for 2026.
| Item | Fee (2026) | When |
|---|---|---|
| Articles of Organization (Form DOS-1336) | $200 | To form the LLC |
| Certificate of Publication | $50 | Within 120 days |
| Newspaper publication (2 papers, 6 weeks) | Varies by county | Within 120 days |
| Name reservation (60 days) | $20 | Optional, before filing |
| Certified copy / Certificate of Status | $10 / $25 | As needed |
| Biennial Statement | $9 | Every 2 years |
| Federal EIN (IRS) | $0 (free) | After formation |
Publication costs are far higher in downstate counties than upstate. For the full lifetime cost, see New York LLC cost and the detailed Articles of Organization guide.
The Publication Requirement
New York is one of a handful of states requiring newspaper publication. Under LLC Law section 206, within 120 days of the Articles becoming effective, the LLC must publish a copy of the Articles or a notice in two newspapers - one daily, one weekly - designated by the clerk of the county where the LLC’s office is located, running once each week for six successive weeks. The newspapers then provide affidavits, and the LLC files a Certificate of Publication with those affidavits and a $50 fee.
An LLC that fails to publish within 120 days has its authority to carry on business suspended, though existing contracts and the liability shield remain valid and the suspension can be cured by completing publication later. Ask the county clerk which newspapers are designated before you advertise. Remember, the Certificate of Publication is not the formation document - the Articles of Organization are.
Registered Agent and Service of Process
New York does not require a private registered agent. By statute the Secretary of State is automatically the agent for service of process on every New York LLC, and the Articles must give a post-office address to which the Secretary forwards process. Keeping that address current is essential. An LLC may optionally name a separate registered agent for reliable receipt of documents, and many out-of-state owners do, but it is not mandatory. See the national registered agent overview for how this differs from states like Texas.
After Formation: EIN, Operating Agreement, Ongoing Filings
Once the Articles are accepted, apply for a free federal Employer Identification Number (EIN) from the IRS. By default the IRS treats a single-member LLC as a disregarded entity and a multi-member LLC as a partnership; either can elect corporate or S-corporation treatment. Adopt a written operating agreement, complete publication, and register for New York taxes if you sell taxable goods or services.
Ongoing, a New York LLC files a Biennial Statement every two years for $9 in its anniversary month, and may owe an annual state LLC filing fee on Form IT-204-LL ranging from $25 to $4,500 based on New York gross income. For the full tax picture, see New York LLC tax filing, and when you close the company, follow how to dissolve an LLC in New York rather than letting filings lapse. Compare New York with a sibling state at Florida Articles of Organization.
The terminology confusion is worth resolving once so it never trips you up again. Across the fifty states, the LLC charter document goes by three main names: Articles of Organization (used by New York, Florida, California, and most states), Certificate of Formation (Delaware, Texas, Washington, New Jersey), and Certificate of Organization (Pennsylvania, Iowa, New Hampshire). They are legal equivalents. When a lender or a Secretary of State in another state asks a New York LLC for its “Certificate of Formation,” they simply want the document that proves the LLC exists, and in New York that is the stamped Articles of Organization plus, if certified proof is required, a certified copy or Certificate of Status ordered from the Department of State.
If you are actually deciding where to form, the choice between New York and Delaware often turns on whether you do business in New York. A New York business that forms a Delaware LLC to get a “Certificate of Formation” still has to register that Delaware LLC as a foreign LLC in New York, pay the $250 foreign application fee, and complete New York’s publication requirement anyway - usually more cost and paperwork, not less. For most New York operating businesses, forming directly in New York with the Articles of Organization is simpler. See how to form an LLC in New York to weigh it.
Frequently Asked Questions
Does New York have a Certificate of Formation?
No. New York uses the Articles of Organization (Form DOS-1336) under LLC Law section 203. “Certificate of Formation” is Delaware’s term. See New York Articles of Organization.
What is the New York equivalent of a Certificate of Formation?
The filed Articles of Organization. For certified proof, order a certified copy or Certificate of Status from the Department of State.
How much does it cost to form a New York LLC?
$200 to file the Articles, plus a $50 Certificate of Publication and newspaper costs, and a $9 Biennial Statement every two years. See New York LLC cost.
Does New York require LLC publication?
Yes. Section 206 requires publication in two newspapers for six consecutive weeks within 120 days, then a $50 Certificate of Publication.
Is a Certificate of Publication the same as a Certificate of Formation?
No. The Certificate of Publication is a $50 post-formation filing after newspaper advertising. The document that creates the LLC is the Articles of Organization.
Does a New York corporation use a Certificate of Formation?
No. A New York corporation files a Certificate of Incorporation under the Business Corporation Law. Neither entity type uses a Certificate of Formation.
Related
- How to form an LLC (cluster hub)
- New York Articles of Organization
- How to form an LLC in New York
- New York business entity search
- New York registered agent
- How much does a New York LLC cost?
- New York operating agreement
- New York LLC tax filing
- How to dissolve an LLC in New York
- Florida Articles of Organization (sibling)
- Legal glossary
Sources
- New York Department of State - Limited Liability Company (Articles of Organization; $200; publication).
- New York Department of State - Corporation and business entity forms (Form DOS-1336).
- New York Department of State - Expedited handling ($25 / $75 / $150).
- New York Department of State - Biennial Statement ($9).
- New York Department of State - Certificate of Status ($25) and certified copies ($10).
- NY Limited Liability Company Law - § 203, Articles of Organization.
- NY Limited Liability Company Law - § 204, Name; distinguishability.
- NY Limited Liability Company Law - § 206, Publication; certificate of publication.
- NY Business Corporation Law - § 402, Certificate of Incorporation.
- Justia - New York LLC Law Article 2 (Formation).
- New York State Tax Department - LLC/LLP filing fee (Form IT-204-LL).
- IRS - Limited Liability Company (LLC) (federal classification).
- IRS - Get an Employer Identification Number (free EIN).
- Cornell Legal Information Institute - Limited liability company (LLC).
LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and deadlines change; verify current requirements with the New York Department of State before acting.