New York LLC Glossary — Key Terms and Definitions
Key terms defined in the context of New York LLC Law (Chapter 34 of the Consolidated Laws). For formation guidance, see our NY LLC guide.
Key Terms
Agent for Service of Process — In NY, the Secretary of State is automatically designated as agent for all LLCs. Process is served on the DOS, which forwards it to the LLC's address on file.
Articles of Organization (DOS-1336) — The formation document filed with the NY DOS to create an LLC. Equivalent to "Certificate of Formation" in Texas.
Biennial Statement — Filed every 2 years ($9) with the DOS to confirm the LLC's service of process address.
Certificate of Publication (DOS-1337) — Filed after completing the publication requirement. Includes affidavits from both newspapers.
Company Agreement — NY's term for "operating agreement" (though both terms are used). Required by Section 417 to be in writing.
DOS — New York Department of State, Division of Corporations. The state agency handling LLC formations and filings.
IT-204 — NY Partnership Return (informational). Filed by multi-member LLCs with the Tax Department by March 15.
IT-204-LL — Annual LLC filing fee ($25-$4,500) paid by the entity based on NY-source gross income.
Mailing Address for Process — The address you provide where the DOS forwards served process. This is your "registered office" equivalent in NY.
PLLC — Professional Limited Liability Company. Required for licensed professionals under Education Law Section 1507.
PTET — Pass-Through Entity Tax. An elective tax allowing the LLC entity to pay state income tax at the entity level, creating a federal deduction that bypasses the SALT cap.
Publication Requirement — NY LLC Law Section 206 mandate to publish formation notice in two newspapers for six consecutive weeks within 120 days of filing.
Secretary of State (as agent) — The NY Secretary of State is mandatorily designated as agent for service of process for ALL domestic and authorized foreign LLCs.
Section 417 — NY LLC Law section requiring all LLCs to adopt a written operating agreement.
Suspension — Result of failing to complete publication. The LLC cannot bring lawsuits in NY courts until cured.
UBT (Unincorporated Business Tax) — NYC tax of 4% on net income above $95,000 from unincorporated businesses (including LLCs that have not elected S-corp status).