How to Start a Limited Liability Partnership in New York | 2024 Guide

Start a Limited Liability Partnership in New York

A Limited Liability Partnership (LLP) is a popular business structure offering the flexibility of a partnership while providing limited liability protection like starting an LLC in New York. LLP structure is ideal for attorneys, accountants, and consultants. If you’re considering starting a Limited Liability Partnership in New York, this comprehensive guide will walk you through the necessary steps, from researching and planning to ongoing compliance and reporting requirements.

Webinarcare Editorial Team will help you gain knowledge through thorough research and market study. Before starting your New York LLP, all the steps in this article must guide you.

What is a Limited Liability Partnership?

Forming an LLP is like starting an LLC as well. However, there are differences in terms of it. A Limited Liability Partnership (LLP) is a type of business structure that combines elements of partnerships and corporations. It allows multiple individuals, known as partners, to jointly own and manage the business while providing limited liability protection to each partner. This means that each partner’s assets are generally protected from the debts and liabilities of the business, and they are only liable for their investment in the partnership.

LLPs are popular among professional service providers, such as lawyers, accountants, and consultants, as they allow for flexible management structures and profit-sharing arrangements. The partners in an LLP can directly manage the business, unlike forming a Corporation in New York, where a board of directors typically handles the management.

Each partner’s liability is also limited to the extent of their investment, and they are not personally responsible for the negligence or misconduct of other partners. This is a key difference between an LLP and New York General Partnership, where partners have unlimited liability for the partnership’s actions and other partners.

It is suggested that you speak with a legal professional before you begin setting up your limited liability partnership. They’ll understand what’s best for you and your company. To safeguard your personal assets from business debts, you can always start an LLC rather than a limited liability partnership.

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Steps in Starting a Limited Liability Partnership in New York

To form a limited liability partnership in New York, you must consider following the below guidelines that include research and planning, choosing an LLP name, designating a Resident Agent, filing for Articles of Organization, drafting a partnership agreement, get an EIN, obtaining necessary licenses and permits, the opening of business bank account and maintain ongoing compliance and reporting requirements. 

Step 1: Research and Planning

Before forming an LLP in New York, you must familiarize yourself with the state’s laws and regulations governing LLPs. Conduct thorough research to determine if an LLP is the right business structure for your needs, and create a detailed business plan outlining your goals, strategies, and financial projections.

Step 2: Choose an LLP Name

Selecting a unique and appropriate name for your LLP is crucial. First, check the availability of your desired LLP name with the New York business registry. Ensure that your chosen name follows New York naming guidelines and requirements, which typically include the use of “Limited Liability Partnership” or “LLP” in the name. You can register and reserve the name with New York Secretary of State if desired.

Here are some guidelines you must follow while naming your LLP in New York- 

  • Be distinguishable from other businesses registered in your state
  • Include the words “Limited Liability Partnership,” “LLP,” or a similar abbreviation.
  • Not include words that are restricted by your state
  • Ensure that your chosen name does not infringe on any existing trademarks or intellectual property rights.

However, to check the availability of your desired LLP name, you can also search the New York Secretary of State business name database and New York Business Name Search. If the name is available, you may choose to reserve it for a specific period of 60 days by filing a name reservation application and paying the online name reservation fee of Not available and mail name reservation fee of $20. If your LLP plans to operate under a name other than its legal name, you may also need to register a fictitious or “Doing Business As” (DBA) name. 

The DBA filing can be done by two methods, by mail and in person, which costs around $25. In addition, the DBA’s validity in New York is Indefinite, which you can file in the New York Secretary of State.

You can check out how to file a DBA in New York for clearer understanding.

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Step 3: Designate a Resident Agent

In New York, you’ll need to designate a Resident Agent for your LLP. The Resident Agent is responsible for receiving the partnership’s important legal and tax documents. Choose a qualified individual or New York Resident Agent Services to serve as your LLP’s Resident Agent, ensuring that they meet New York requirements.

However, If you plan to become a Resident Agent of your own LLP, follow the steps below. Also, this applies a guideline in hiring your registered agent.

  • Research the requirements in the state where you want to offer your service. Each state has specific criteria, such as having a physical address and being available during normal business hours.
  • Obtain a physical address in the state(s) if needed.
  • Be familiar with the rules, regulations, and compliance requirements for businesses in your state.
  • Create a business plan outlining your services, pricing, and marketing strategy.
  • Register your business entity, such as an LLP, if required.

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Step 4: File a Certificate of Limited Liability Partnership

To officially form your LLP, you must file a Certificate of Limited Liability Partnership with the New York Secretary of State. Obtain the necessary forms and provide the required information, such as the LLP name, principal office address, registered agent’s name and address, names and addresses of partners, and management structure. Pay the required filing fee and submit the completed forms to the New York Secretary of State’s office.

Step 5: Draft a Partnership Agreement

A well-crafted partnership agreement is essential for governing your LLP and protecting the interests of its partners. This document should cover crucial provisions such as roles and responsibilities of partners, profit and loss sharing, decision-making processes, partner admission and withdrawal, and dispute resolution. Consider having the partnership agreement reviewed by an attorney to ensure its completeness and compliance with New York laws.

A partnership agreement should include the following:

  • Business name
  • Description of the business
  • Contact information of the business and its owners

Ownership of all business partners, decision-making, capital contribution, profits and distribution, death and disability, and withdrawal and addition of partners is one of the key factors to consider when forming or creating a partnership agreement. In this way, all business partners will understand what this is all about and how to proceed if the mentioned scenarios happen. 

Without a partnership agreement, your company will often be subject to the general partnership default laws of New York. The default laws in New York might not be appropriate for your requirements.

Step 6: Get an EIN

Your LLP must obtain New York Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The application of an EIN can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN, you can benefit in several ways. It will give your LLP the absolute advantage necessary to operate at full capacity without encountering legal or judicial issues.

Step 7: Obtain the Necessary Licenses and Permits

Depending on your specific industry, you may need to obtain New York Business Licenses and permits to operate your LLP. Research your business’s licensing and permit requirements and apply for them accordingly.

You can check out the United States Business License & Licensing Fee Resources for more information about the costs in New York.

Step 8: Open a Business Bank Account and Obtain Insurance

Maintaining clear financial records is crucial for any business, so open a separate bank account for your New York LLP. Additionally, obtain the necessary New York Business Insurance, such as general liability insurance, professional liability insurance (if applicable), and workers’ compensation insurance (if you have employees). 

Check the Best Bank for Small Businesses in New York to open a bank account.

Step 9: Maintain Compliance and Reporting Requirements

Stay informed about and comply with relevant laws and regulations to keep your LLP in good standing. File Biennial Reports with the New York Secretary of State (if required), maintain accurate financial and operational records, and file and pay required taxes at the federal, New York, and local levels.

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Advantages of Forming a Limited Liability Partnership in New York

While the specific advantages of forming an LLP in New York can vary depending on the state’s unique laws and regulations, several public benefits associated with LLPs often apply across jurisdictions. Here are some advantages to consider when forming an LLP in New York:

  • Limited Liability Protection: One of the main benefits of an LLP is its limited liability protection to its partners. This means that each partner’s assets are generally protected from the debts and liabilities of the business, and they are only liable for their investment in the partnership.
  • Pass-through Taxation: An LLP typically enjoys pass-through taxation, which means that the profits and losses of the business are passed through to the partners, who report them on their personal income tax returns. This avoids the double taxation often associated with corporations.
  • Flexible Management Structure: Unlike corporations requiring a board of directors, LLPs allow for a more flexible management structure. Partners in an LLP can directly manage the business and make decisions without needing a formal board.
  • Profit-sharing Flexibility: The partnership agreement can outline the distribution of profits and losses among partners, allowing for a customized profit-sharing arrangement based on the partners’ preferences and contributions.
  • Easier Formation and Compliance: Forming an LLP is generally less complicated and expensive than forming a corporation. Ongoing compliance requirements may also be less burdensome than other business entities, depending on the specific laws and regulations in New York.
  • Professional Credibility: Forming an LLP can enhance your business’s professional credibility, as it demonstrates a commitment to a formal business structure and can offer reassurance to clients, customers, and potential investors.

Bear in mind that the advantages of forming an LLP in New York may vary based on the specific laws and regulations governing LLPs. Researching the applicable laws and consulting with legal or financial advisors is essential to fully understand the benefits and requirements of forming an LLP in New York.

Cost of Forming an LLP in New York

The cost of forming an LLP in New York may vary depending on the required filing fees and any additional services you may need. The filing fee for a Certificate of Limited Liability Partnership typically ranges from $50 to $200, depending on the state.

Can I Form an LLP in Other States?

You can form an LLP (Limited Liability Partnership) in other states. To form an LLP in a different state, you must follow that state’s specific registration requirements and filing procedures. This usually involves filing an application or certificate of registration, paying a registration fee, and obtaining any necessary permits or licenses.

Additionally, you may need to register your LLP as New York Foreign LLC if you plan to conduct business in multiple states. It is advisable to consult with an attorney or a business consultant familiar with the laws and regulations of the state where you plan to form your LLP.

Can an LLP Need to Have One Owner?

An LLP (Limited Liability Partnership) cannot have just one owner. By definition, an LLP is a partnership, which means it requires at least two partners to be formed. If you want a business structure with limited liability protection and only one owner, you may consider forming a Single-Member LLC in New York instead. An LLC can have one or more owners, known as members, and offers limited liability protection and pass-through taxation. The requirements for forming an LLC will vary by state, so consult your state’s laws and regulations.

FAQs

What is a limited liability partnership?
A limited liability partnership is a hybrid business structure structured similar to a general partnership, except that the partners have limited liability and are not responsible for other partners’ debts if the firm faces bankruptcy.
How do I form a limited liability partnership in New York?
You can form an LLP in New York by filing a registration document titled certificate of registration of a limited liability partnership with the New York Department of State.
What is the registration process like?
The process of registering a limited liability partnership (LLP) in New York is straightforward and can be done online using the Department of State’s website.
What does the certificate include?
The certificate of registration of a limited liability partnership includes the LLP’s name, registered data and address, and details of its initial partners.
How many partners are required to form an LLP in New York?
At least two people are required to form an LLP in New York.
How do I name my limited liability partnership?
The name of your limited liability partnership must end with LLP or L.L.P. and be unique to the state of New York.
Is it possible to reserve a name for my New York LLP before registering it?
Yes, you may reserve a name for your New York LLP for 60 days.
Is a business purpose required to create an LLP in New York?
Yes, defining a business purpose for your New York LLP is necessary.
In what city do I register my limited liability partnership?
The registration of your New York LLP is done with the Department of State – Division of Corporations in Albany, New York.
Does New York state have any residency requirements for an LLP’s partners?
New York State LLC formation legislation requires that at least one resident partner must be active in the company.
How do I apply for a federal tax identification number for my New York LLP?
You can apply for a federal tax identification number by filing Form SS-4 directly with the IRS.
Question:Are there any special qualifications necessary for partner registration in New York?
Registering as a partner of an LLP in New York does not necessitate any special skills.
Question:What’s the New York LLP’s standard lifespan?
An LLP formed in New York exists indefinitely unless it dissolves following a written agreement of the partners.
Question:What exactly is insurance and bonding for my company, and do I need them?
For an LLC in New York, insurance, and bonding, although not considered necessary by the state legislation, securing insurance and bonding can help a limited liability partnership keep financially safe.
Question:How does a limited liability partnership compare to other forms of corporate structures?
An LLP has more positive, individual taxation attributes than limited companies, as well as a greater amount of liability protection than the other types of customary partnerships.
Question:What new legislation should I expect after forming a New York LLP?
LLPs offer about the same level of legal protection as publicly corporation, so there is unlikely significant sweeping legislation that you will have to worry about.
Is owning or operating an LLP in New York recommendable?
Running an LLP in New York comes with several unique restrictions, opportunities, and requirements, which can appear daunting. Consult with an attorney accustomed to New York Business law.
Question:What are the fees for creating and sustaining my New York Limited Liability partnership recognized?
The charge for submitting the certificate of registration, together with listings for your initial limited liability partnership standard fee of $200 and there will be yearly reports filing due.
Where do you file your yearly reports after starting a New York LLP?
Once you’ve created your New York LLP, every year, on June 1., you’ll have to submit a yearly report. You can manually get to their site right here – New York LLС Yearly Report.
Can an LP assume conclusive decision-making authority on all daily proceedings on behalf of the partnership?
The New York LLP Partnership Agreement should include explicit instruction that grant any single member of an LP exclusive decision-making authority over partnership dealings.
What happens when someone gives their share in a New York LLP to someone else or unexpectedly dies? Where does their business share go?
To accommodate the unanticipated eventualities of death or intended associate meetings, and your Limited Liability Partnership Agreement should establish legal provisions.
Does an LLP registered in New York got state-specific tax withholdings?
An LLP recognized in New York will be subject to appropriate state tax withholding needing legislative amendments.
Can professionals practice their respective disciplines through a limited liability partnership in New York?
Professionalists, such as doctors, architects, and lawyers, per the typical rules, should have a state license to work in New York.
Are partnerships subject to any regulatory standards uphold ensuring that each partner demonstrates certain standards of professional conduct?
Unfortunately., It is solely each partner’s sovereign responsibility to maintain state business law ethics at maximum standards according to the New York Business Law code.
What responsibility do individual partners within a limited liability partnership incur for their participation in the business firm?
Owners of a Limited Liability Partnership each are only liable for their share directly in the partnership yet won’t face any classic, joint company liability.
Can LLP partners fail to draw in a salary from their day-to-day operations?
Suppose limited liability partnership with employed professionals like doctors and lawyers, tends To compare it lenient with modern ideas of ordinary business profit sharing. – Salaries aren’t necessary for every involved person.
Can salaries faced too much flexibility be considered a liability risk bond in this organizational structure?
creating very ambiguous or woefully indeterminate salary schedules are vital — Experts with goodwill like accountants or certified third-party mediators should create letterheaded documents detailing salary breakdowns incinerated during annual accounting revisions, objectively impartial salary suggestions may specifically help foreclose from any risky potential partnership disputes.
Where could I find legal advice for my Limited Liability Partnership in New York?
There are numerous trusty lawyers on the official government-by-district roll-call New York LLС, when looking for specialized business advice with LLP legal matters.
What is a limited liability partnership (LLP) in New York?
A limited liability partnership (LLP) is a legal structure for businesses in New York that protects the individual partners from the actions of the other partners.
Can non-New York residents form a LLP in New York?
Yes. There is no residency requirement to start a LLP as a domestic or foreign entity in New York.
How do I become a registered agent for a LLP in New York?
To become a registered agent for a LLP in New York, you must be a resident of the state or a corporation that is authorized to do business in the state.
Is a LLP required to publish a notice in a newspaper in New York?
Yes, in New York, a LLP is required to publish a notice in a newspaper within 120 days of filing the certificate of formation.
What are the benefits of forming a LLP in New York?
A LLP offers liability protection for individual partners and the option to be taxed as a partnership for tax purposes.
How many partners are required to form a LLP in New York?
In New York, there must be at least two partners to form a LLP.
Can a LLP in New York have only one managing partner?
Yes, a LLP in New York can have one managing partner as long as there is at least one other general partner.
What documents are required to form a LLP in New York?
To form a LLP in New York, you need to file a Certificate of Formation with the Secretary of State.
Where do I file the Certificate of Formation for my LLP in New York?
You need to file the Certificate of Formation for your LLP in New York with the New York Department of State’s Division of Corporations.
Can I change the name of my LLP in New York after it has been formed?
Yes, you can change the name of your LLP in New York by filing an amendment to your Certificate of Formation with the New York Department of State.
How much does it cost to form a LLP in New York?
The filing fee for forming a LLP in New York is $200.
Is there an annual fee for maintaining a LLP in New York?
Yes. There is an annual fee of $50 for maintaining a LLP in New York.
What is the name reservation process for a LLP in New York?
In New York, you must reserve a name for your LLP before filing your Certificate of Formation with the Secretary of State. This can be done by filing a Name Reservation Request with the Department of State.
Must LLPs in New York keep minutes of meetings?
Yes. LLPs in New York are required to keep minutes of meetings, including the decision-making processes of the partnership.
What legal structure is a LLP in New York suitable for?
A LLP in New York is suitable for professional services partnerships, such as accounting, law, and healthcare.
What is the most significant difference between a LLP and a general partnership in New York?
In a LLP, partners are protected from the mistakes and negligence of their colleagues, whereas in a general partnership, partners are liable for the acts of their partners.
Are LLPs required to file taxes as an entity separate from individual partners in New York?
No. In New York, LLPs are not required to file taxes as an entity separate from individual partners like an LLC.
What is an operating agreement for a LLP in New York?
An operating agreement for a LLP in New York is a contract between the partners that governs the relationship between partners, management, and the financial structure of the partnership.
Can a LLP foreign partnership operate in New York?
Yes. A LLP foreign partnership can legally do business in New York.
Can an individual who was sued for personal wrongdoing get LLP protection in New York?
No. LLP protection does not extend to personal wrongdoing by individual partners.
Can a LLP be converted to another legal entity in New York?
Yes. A LLP in New York can be converted to another legal entity such as a different type of partnership, corporation, or LLC, by filing the required forms with the Department of State.
Is it necessary to hire a lawyer to help register my LLP in New York?
While it is not necessary to hire a lawyer in New York to help register your LLP, it is recommended that you seek legal advice and guidance.
Is there a time limit to publish the notice of formation in a newspaper in New York?
Yes, the notice has to be published in a newspaper within 120 days of submitting the Certificate of Formation for your LLP.
Does a LLP provide tax benefits for its partners in New York?
Yes, a LLP in New York provides tax benefits for its partners since income and expenses are passed through to partners for personal income tax purposes.
Can we set up a non-profit LLP in New York?
No. In New York, LLPs cannot be formed for non-profit purposes.
How long does it take to form a LLP in New York?
In New York, it can take two weeks or longer to form a LLP after the Certificate of Formation has been filed with the Department of State.
Can a new partner join the LLP in New York without forming a new entity?
Yes, a new partner can join a LLP in New York without forming a new entity. They can simply join the existing partnership as a new partner.
Is it mandatory to have commercial liability insurance for an LLP in New York?
While it is not required by law to have commercial liability insurance for an LLP in New York, it is highly recommended for asset protection and for protection from potential litigation.
Can one partner bind the LLP to obligations without the mutual consent of other partners in New York?
No, one partner cannot bind the LLP to obligations without the mutual consent of the other partners in New York.

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Conclusion

Starting an LLP in New York may seem daunting, but you can successfully establish and run your business with thorough research, planning, and compliance with legal requirements. Feel free to seek professional assistance from legal or financial advisors when needed to ensure your Limited Liability Partnership’s smooth operation and growth in New York.

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