New York Business Corporation Law: LLC, Nonprofit and Franchise Rules (2026)
Short answerPartly. New York has no single business code. The Business Corporation Law covers corporations, the Limited Liability Company Law covers LLCs, the Partnership Law covers partnerships, the Not-for-Profit Corporation Law covers nonprofits, and General Business Law Article 33 covers franchises. Formation filings go to the Department of State.
Last verified: November 5, 2026 against the Business Corporation Law, Limited Liability Company Law, Partnership Law, Not-for-Profit Corporation Law and General Business Law Article 33 on nysenate.gov
What does the New York business corporation law actually say? It is one of several statutes. Which one governs your company depends on how you organize it, so this page maps each business type to its law, its main filing duties and the penalties that most often catch owners off guard.
Key facts
- LLC articles of organization: a $200 filing fee under
Limited Liability Company Law § 1101. - LLC publication: within 120 days, once a week for six weeks, in two county newspapers.
- Missed publication: the LLC’s authority to carry on business is suspended until proof is filed.
- Biennial statement: LLCs pay $9, and corporations file one under
Business Corporation Law § 408. - Franchises: an offering must be registered with the Attorney General before any offer or sale.
- Sales tax: register at least 20 days before you start selling.
Which New York business law applies to you?
Each entity type has its own statute and its own regulator. This table is the quick map.
| Business type | Main law | Where you file |
|---|---|---|
| Corporation | Business Corporation Law (BCL) | Department of State |
| LLC | Limited Liability Company Law (LLCL) | Department of State |
| Partnership or LLP | Partnership Law, § 121-1500 for LLPs | Department of State for LLPs |
| Nonprofit | Not-for-Profit Corporation Law (N-PCL) | Department of State, plus the Attorney General for charities |
| Franchise seller | General Business Law Article 33 | Attorney General |
New York LLC laws: formation, publication and fees
To form an LLC in New York, you file articles of organization with the Department of State. The fee is $200 under Limited Liability Company Law § 1101. The LLC exists when the articles are filed, or on a later date no more than 60 days out.
The step that surprises most owners is the New York LLC publication law. Under Limited Liability Company Law § 206, you must publish notice within 120 days after the articles take effect. The notice runs once a week for six successive weeks in two newspapers of the county, one weekly and one daily, designated by the county clerk. You then file a certificate of publication with affidavits, and the filing fee is $50.
If you miss the 120-day deadline, the LLC’s authority to carry on, conduct or transact business in New York is suspended. The suspension ends when you file proof of publication later.
- Biennial statement: every LLC files a statement of its address for service of process in the calendar month its articles were filed, every two years, for a $9 fee (
Limited Liability Company Law § 301). - Foreign LLCs: an LLC formed in another state must file an application for authority before doing business here. The fee is $250, and the same publication rule applies (
§ 802). - Dissolution: a member can ask the Supreme Court to dissolve an LLC when it is not reasonably practicable to carry on the business (
§ 702).
New York business corporation law: duties and shareholder risk
The Business Corporation Law governs for-profit corporations. Every domestic and authorized foreign corporation must file a biennial statement under Business Corporation Law § 408. It lists the chief executive officer, the principal executive office, the address for process and the number of directors, including how many are women. It is filed in the month the corporation was formed, every two years.
Two rules affect owners personally:
- Unpaid wages: for a corporation whose shares are not publicly traded, the ten largest shareholders can be jointly and severally liable for unpaid employee wages under
Business Corporation Law § 630. The employee must give notice within 180 days after services end. See our pages on the final paycheck law and New York labor laws. - Oppression of minority owners: holders of 20 percent or more of the votes in a corporation whose shares are not publicly traded can petition for dissolution if the company acts in illegal, fraudulent or oppressive ways toward them, or if assets are looted or wasted (
§ 1104-a).
New York partnership law
The Partnership Law defines a partnership as an association of two or more people carrying on a business for profit as co-owners (Partnership Law § 10). You do not have to file anything to create one. Partners are jointly and severally liable for partnership torts and jointly liable for its other debts (§ 26).
A registered limited liability partnership is the way to limit that exposure. Registration is open to eligible professional partnerships, costs $200, and carries its own publication duty: six weekly notices in two newspapers within 120 days, with a $50 certificate fee and suspension if the proof is not filed (§ 121-1500).
New York nonprofit and not-for-profit corporation law
The New York nonprofit law is the Not-for-Profit Corporation Law. Governance rules include board approval of related party transactions as fair, reasonable and in the corporation’s best interest (N-PCL § 715), and a conflict of interest policy (§ 715-a). Corporations with more than $1 million in annual revenue that must file an audit also need an audit committee (§ 712-a).
Charities register with the Attorney General before soliciting, for a $25 fee (Executive Law § 172). The annual report depends on gross revenue and support:
| Revenue and support | Annual report |
|---|---|
| Over $1,000,000 | Report plus independent CPA audit |
| $250,000 to $1,000,000 | Report plus CPA review |
| $250,000 or less | Report with unaudited financial statements |
The filing fee for the annual report is $25 (Executive Law § 172-b). Churches are generally formed under a separate statute, the Religious Corporations Law, rather than the Not-for-Profit Corporation Law.
New York franchise law
New York regulates franchise sales under General Business Law Article 33. A franchise exists when you get the right to operate under a marketing plan or system the franchisor largely prescribes, or under its trademark, and you must pay a franchise fee. Certain small payments are excluded, including an annual fee of $500 or less where you receive sales materials of equal or greater value.
It is unlawful to offer or sell a franchise in New York unless an offering prospectus is first registered with the Attorney General (§ 683). The prospectus must reach you at the earliest of your first personal meeting, 10 business days before you sign a binding agreement, or 10 days before you pay any consideration.
Before you open: sales tax and New York City
If you will sell taxable goods or services, register for a sales tax certificate of authority at least 20 days before you begin business or open a new location (Tax Law § 1134).
New York City: the city does not have its own entity formation law, so LLCs, corporations and partnerships form through the Department of State like everywhere else in the state. Some city businesses also need licenses from city agencies such as the Department of Consumer and Worker Protection, depending on the trade.
Myths vs facts
| Myth | Fact |
|---|---|
| An LLC is done once the articles are filed. | You must also publish within 120 days or the LLC’s authority to do business is suspended. |
| A partnership needs a state filing. | A general partnership forms by conduct, and only LLPs register. |
| Only the owner owes unpaid wages. | The ten largest shareholders of a private corporation can be liable. |
| Any fee-based business license is a franchise. | A franchise needs a marketing plan or trademark plus a required fee. |
What to do if you missed LLC publication
Say a Rochester bakery LLC filed its articles in March and never ran the notices. After 120 days its authority to do business is suspended. The fix is to run the six weekly notices in the two designated newspapers and file the certificate of publication with its $50 fee, which annuls the suspension.
For related consumer topics, see the Money, Business and Consumer section, including our page on the cottage food law.
Frequently asked questions
What is the New York business corporation law?
It is the Business Corporation Law, the statute that governs for-profit corporations in New York. LLCs, partnerships and nonprofits are covered by separate laws.
How much does it cost to form an LLC in New York?
The articles of organization filing fee is $200. You then pay newspaper costs for publication, a $50 certificate of publication fee, and a $9 biennial statement fee every two years.
What is the LLC publication requirement?
Within 120 days of formation, an LLC must publish notice once a week for six weeks in two county newspapers and file proof with the Department of State. Missing it suspends the LLC’s authority to do business.
Does New York have a nonprofit law?
Yes. The Not-for-Profit Corporation Law sets governance rules, and charities register with the Attorney General under the Executive Law before soliciting donations.
Do I need to register a franchise in New York?
A franchisor must register its offering prospectus with the Attorney General before offering or selling a franchise in the state. As a buyer, you should receive the prospectus before you sign or pay.
Can a minority owner force a corporation to dissolve?
Holders of 20 percent or more of the votes in a private corporation can petition a court for dissolution over oppressive or fraudulent conduct, or looting of assets, under Business Corporation Law § 1104-a.
What changed on this page
- November 5, 2026: Published after checking the entity statutes listed above. See our corrections policy if you spot an error.
If this affects you
Formation and publication questions go to the New York Department of State. Franchise and charity questions go to the Attorney General. For a legal question about your own company, the New York State Bar Association lawyer referral service can connect you with a New York-licensed attorney. Our editorial policy explains how we research these pages. This article is general legal information, not legal advice.
