Fees
New York LLC formation costs
$55 DOS filing fee + $9 per missed biennial statement + back IT-204-LL filing fees + NY Dept of Taxation tax consent. Two-agency process: DOS reinstatement + Tax Dept clearance. Plan for 4–8 weeks.
| Fee | Amount | Notes |
|---|---|---|
| DOS Form DOS-1336 reinstatement filing fee | $55 | One-time DOS filing fee for the Application for Reinstatement. Filed after obtaining DTF tax consent. |
| Back biennial statements | $9 per missed period | Each missed biennial statement must be filed and the $9 fee paid. Filed with DOS as part of the reinstatement process. |
| Back IT-204-LL filing fees | $25 minimum per year; up to $4,500 based on gross income | Annual LLC filing fee on Form IT-204-LL is $25 minimum, scaling up to $4,500 for LLCs with gross income over $25M. All missed years must be filed before DTF will issue consent. |
| DTF tax consent | $0 | No fee for the DTF consent letter itself. However, all outstanding state tax liabilities must be resolved (paid or enrolled in a payment plan) before DTF will issue the consent. |
| Commercial registered agent (gap period) | $49–$249/year | RA service must be active at reinstatement. NY requires a registered agent or registered agent service with a New York address. |
Requirements
What you need to know before filing
- New York LLCs can be dissolved administratively by the Department of State (DOS) for missing the biennial statement ($9, due every 2 years) or by court order. Voluntary dissolution by members is a separate process.
- New York reinstatement requires consent from both the Department of State (DOS) and the New York Department of Taxation and Finance (DTF). This two-agency requirement makes NY one of the more complex reinstatement processes.
- The New York Department of Taxation and Finance requires a consent letter confirming the LLC has no outstanding state tax liabilities before DOS will accept the reinstatement application.
- All back biennial statements ($9 each) must be filed and all NY LLC filing fees (Form IT-204-LL, $25–$4,500 based on gross income) must be current before the DTF will issue consent.
- New York has no fixed statutory reinstatement window for most dissolution types — reinstatement is generally available as long as the LLC name is still available and tax obligations are resolved.
- The LLC name is at risk during extended dissolution periods — another entity can register the same name while the LLC is dissolved. Name availability must be confirmed before starting reinstatement.
- Registered agent (designated registered agent or registered agent service) must be current in New York at the time of reinstatement filing.
- New York's publication requirement (two newspapers, 6 consecutive weeks) applies to new LLCs — but not to reinstatement of previously-published LLCs that already met the original publication requirement.
Documents
What you'll need to file
- DOS Form DOS-1336 (Application for Reinstatement) — filed with the New York Department of State
- New York Department of Taxation and Finance consent letter — confirms LLC has no outstanding state tax liabilities; required attachment to DOS-1336
- Filed Form IT-204-LL returns for all missed years — required to obtain DTF consent
- Back biennial statement filings ($9 each for any missed periods) — filed as part of or prior to DOS-1336
- Registered agent / registered agent service with New York address — must be designated on Form DOS-1336
- LLC legal name exactly as registered with DOS — check name availability at apps.dos.ny.gov before filing; if name was taken, a name change is required
- Principal place of business address — updated current address, not formation-date snapshot
Registered agent
Who receives legal mail for your LLC
Required in every state.
- Required?
- Yes
- Who can serve
- Any individual 18+ with a New York street address, or a commercial registered agent service with a New York address. The registered agent or registered agent service must consent to the appointment. New York also allows designation of the Secretary of State as agent (default at formation).
- Can I serve myself?
- Yes
- Commercial RA cost
- ~$150/yr
Your registered agent or agent service address appears in the public DOS record. Using a commercial RA keeps your personal address private and ensures biennial statement notices and service of process are reliably received.
Renewing or switching? Compare standalone registered agent services — Northwest, Harbor Compliance, Registered Agents Inc., InCorp, and more.
Process
How to form a LLC in New York
Sequential — each step gates the next.
-
Confirm dissolution status and name availability Search your LLC on the New York DOS Business Entity Search (apps.dos.ny.gov). Confirm the status shows 'Inactive' or 'Dissolved' and note the dissolution date. Also confirm the LLC name is still available — search the DOS name availability tool to verify no other entity registered your exact name during the dissolution period. If the name was taken, you must choose a new name before reinstatement. Note: New York does not have a strict reinstatement deadline, but the longer you wait, the higher the risk of name conflicts and accumulated tax obligations.
-
Resolve New York Dept of Taxation and Finance obligations Contact the NY DTF (tax.ny.gov) or log in to your DTF Online Services account to identify all outstanding tax obligations. This includes unfiled Form IT-204-LL returns for each missed year and any unpaid LLC filing fees or state income tax liabilities. File all missing IT-204-LL returns and pay all amounts owed. The $25 minimum IT-204-LL fee scales upward for higher gross income LLCs — calculate the correct fee for each missed year based on gross income.
-
Request the DTF tax consent letter After all DTF obligations are resolved, contact the New York Department of Taxation and Finance to request a consent letter for LLC reinstatement. The request can be submitted in writing or by phone through the DTF business taxpayer services line. The DTF will review the LLC's tax records and issue a consent letter confirming no outstanding state tax liabilities. This process typically takes 2–4 weeks. The consent letter is required as an attachment to DOS Form DOS-1336.
-
File DOS Form DOS-1336 with the DTF consent letter Complete DOS Form DOS-1336 (Application for Reinstatement of a Domestic Limited Liability Company) and file it with the New York Department of State by mail or in person. Attach the DTF consent letter and pay the $55 filing fee. Form DOS-1336 requires: LLC legal name, DOS filing number, date and reason for dissolution, registered agent information, and signature of an authorized member/manager. Mail to the Division of Corporations at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Processing by DOS typically takes 5–10 business days.
-
Verify reinstatement and resume operations After DOS processes the reinstatement, confirm the LLC shows 'Active' status on the DOS Business Entity Search. DOS will mail the Certificate of Reinstatement to the address on file. If you have an online DOS account, the status update will appear there as well. After reinstatement, set calendar reminders for the biennial statement (due last day of anniversary month every 2 years, $9) and annual IT-204-LL filing fee (due on the LLC's tax return deadline). Consider a commercial RA service with compliance monitoring to prevent a repeat dissolution.
Annual obligations
What your LLC owes every year
Year-2+ costs most formation guides omit.
| Obligation | Due date | Fee | Consequence if missed |
|---|---|---|---|
| Biennial statement | Last day of LLC's anniversary month every 2 years | $9.00 | Missed biennial statement is a basis for administrative dissolution |
| IT-204-LL (annual LLC filing fee) | Due with annual tax return; typically March 15 or April 15 | $25.00 | Unfiled IT-204-LL prevents DTF from issuing reinstatement consent and may trigger DTF tax liens |
Provenance
Statute basis & official sources
Last verified 2026-05-08.
New York LLC reinstatement is governed by NY LLC Law § 703 (dissolution) and § 709 (reinstatement). The DTF consent requirement derives from Tax Law § 1100-D. Biennial statement requirements are under LLC Law § 301(e).
Direct filing portal: https://dos.ny.gov/limited-liability-company
If you skip the LLC
- Cannot transact business in New York or bring lawsuits in New York courts while dissolved
- Personal liability exposure for members for debts incurred during the dissolution period
- LLC name may be taken by another entity during extended dissolution periods
- DTF tax liabilities and interest continue accruing — delay increases the amount owed before DTF will issue consent
- Banks and financial institutions may close accounts for dissolved New York LLCs
- State contracts and government vendor registrations are invalidated by dissolution
Formation context
Who should form in New York?
- Recommended for
- New York LLC owners who received a DOS dissolution notice or discovered inactive status on the DOS Business Entity Search; Members of an NY LLC dissolved for a missed biennial statement or tax non-compliance; Business owners weighing the two-agency NY reinstatement process against the cost of forming a new LLC (including the publication requirement); LLC owners who need to act quickly to preserve the LLC name before another entity registers it
- Tax treatment (default)
- New York IT-204-LL filing fees are state tax obligations and may be deductible as business expenses on the federal return. Consult a CPA for treatment of back filing fees paid in a reinstatement year.
Foreign LLCs registered in New York that are dissolved must also obtain DTF consent and file a reinstatement application with DOS. The same two-agency process applies.
FAQ
Common New York LLC formation questions
Why does New York LLC reinstatement require two agencies?
New York requires consent from both the Department of State (DOS) and the Department of Taxation and Finance (DTF) because the LLC may owe state taxes that are separate from the DOS administrative record. The DTF consent requirement ensures the state collects any outstanding tax obligations before restoring the LLC's active status. This two-agency process is unique to New York and makes NY reinstatement more complex and slower than states like Florida (one agency, same day) or Texas (one agency, one week).
How much does it cost to reinstate a New York LLC?
Minimum cost: $55 DOS filing fee + $9 per missed biennial statement + $25+ per missed year for IT-204-LL filing fee. Example for a 3-year dissolution: $55 DOS fee + $9 biennial fee (if missed) + $75 for 3 years of $25 minimum IT-204-LL fees = roughly $139 at minimum. For LLCs with higher gross income, the IT-204-LL fee scales up to $4,500/year — a 3-year gap could mean $13,500+ in back filing fees alone. Confirm the exact amounts owed with DTF before starting.
What is the New York LLC reinstatement window?
New York does not impose a fixed statutory reinstatement window for most LLC dissolution types. Reinstatement is generally available as long as the LLC name is available and all tax and DOS obligations can be resolved. However, the longer the LLC is dissolved, the more accumulated obligations you face and the greater the risk that the LLC name has been taken by another entity. Act as soon as possible after dissolution.
Does the New York publication requirement apply to reinstatement?
No. The New York publication requirement (publishing formation notice in two newspapers for 6 weeks, estimated cost $400–2,000+) applies to new LLC formations, not to reinstatement of a previously-formed LLC. If your LLC originally completed the publication requirement when it was first formed, reinstatement does not require a new publication. Confirm with the DOS if there is any question about whether original publication was completed.
Can I reinstate a New York LLC online?
Partially. Form IT-204-LL (DTF filing) can be filed online via DTF Online Services (tax.ny.gov). However, DOS Form DOS-1336 must be filed by mail or in person — there is no online filing option for the DOS reinstatement application as of 2026. Mail to: Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Is it better to reinstate or dissolve and reform a New York LLC?
New York reinstatement is more complex than most states but preserves the original EIN, bank accounts, contracts, and LLC history. If the total back IT-204-LL fees and any tax liabilities are manageable, reinstatement is usually the right choice. New York LLC formation requires the costly newspaper publication requirement ($400–2,000+), which makes reforming more expensive than in other states — this tips the balance toward reinstatement unless the LLC's obligations are very large.
Not sure yet?
Should I form an LLC?
Still deciding between an LLC, sole proprietorship, S-Corp, or C-Corp? Our entity-type comparison breaks down formation cost, tax treatment, liability shield, and compliance complexity for all four structures side by side.
LLC vs S-Corp vs Sole Prop vs C-Corp — compare all four →Reduce your tax bill
Should you elect S-Corp status for your New York LLC?
Once your LLC clears ~$80K in annual net profit, an S-Corp election (IRS Form 2553) typically saves $5,000–$15,000/year in self-employment taxes by splitting owner income into a W-2 salary + tax-free distributions. The election is free — Form 2553 has no IRS filing fee. The key decision factors: your net income level, a defensible reasonable-compensation salary, and the 75-day Form 2553 filing window after LLC formation.
S-Corp election guide — $80K breakeven, Form 2553 deadline & reasonable salary →Is a DBA enough?
DBA vs LLC — do you actually need a full LLC?
Already operating as a sole proprietor, or wondering whether a cheap county DBA filing ($10–$100) is enough instead of forming an LLC? A DBA lets you operate under a trade name — but provides zero liability protection. Our DBA vs LLC comparison breaks down exactly when a DBA is sufficient and when you need a state LLC filing.
DBA vs LLC — cost, liability shield & when to upgrade →After you file
Next steps after forming your LLC
Your Articles of Organization are filed — now make your LLC operational. Four actions every new LLC owner needs to take:
Legal resources
Online legal services for LLC owners
Formation gets your LLC into existence; contracts, trademark protection, operating agreement review, and vendor-document review keep it usable. Compare subscription and per-document legal platforms before you rely on a template or pay a local attorney retainer.
LLC legal services comparison — contracts, trademarks, OA review & attorney access →§ A Building permits in New York
§ B Other states & comparisons
- LLC Annual Compliance Guide — annual report deadlines, fees, and administrative dissolution by state→
- LLC Dissolution Guide — how to properly close an LLC and avoid ongoing fee liability→
- New York LLC Annual Report Requirements — biennial statement + IT-204-LL filing fee→
- New York LLC Formation (Manhattan) — 2026 Filing Guide→
- Best Registered Agent Services — Northwest vs. ZenBusiness vs. LegalZoom vs. Bizee→
- California LLC Reinstatement Guide — FTB Form 3557 + SOS Form LLC-12, 4–6 week clearance→
- Texas LLC Reinstatement Guide — Form 811, Comptroller clearance, $75 fee→
- Florida LLC Reinstatement Guide — online via Sunbiz, $100 fee, 5-year window→
- Illinois LLC Reinstatement Guide — Form LLC-35.40, $200 fee, 5-year window→
- All states — LLC formation guides→
§ C Companion tools
Disclaimer: Informational only — not legal advice. LLC laws change; verify with a New York business attorney or CPA before filing.