Step 1: Create a Business Plan
Define what you will sell, who your customers are, and how the business will make money. Research competitors, customer demand, startup costs, pricing, and profit margins.
Your plan should also address marketing, shipping, inventory, and returns. This research can help you evaluate your idea before you invest in products or website development.
Step 2: Choose a Business Structure
Your legal structure affects taxes, ownership, liability, and filing requirements. Common options include:
- Sole proprietorship: No state formation filing, but the owner remains personally responsible for business obligations
- General partnership: Two or more people own the business and generally share responsibility for its obligations
- Limited liability company: New York LLC formation requires Articles of Organization and may provide liability protection
- Corporation: Requires a Certificate of Incorporation and has a more formal ownership and governance structure
Consider consulting legal and tax professionals before choosing a structure.
Step 3: Select and Register Your Business Name
Search New York’s business entity records for potentially conflicting names before choosing a name. The database search does not confirm that a name is legally available or acceptable. The New York Department of State makes that determination when it reviews a filing.
You may need an assumed name filing if you operate under a name other than your legal name. Sole proprietors generally file with the county clerk. LLCs and corporations generally file with the New York Department of State.
Business name registration does not provide federal trademark protection. Search federal trademark records before investing in branding.
Step 4: Complete Required Formation Filings
Sole proprietorships generally do not file formation documents with New York State. Corporations file a Certificate of Incorporation. LLCs file Articles of Organization and adopt a written operating agreement.
Most New York LLCs must publish a copy of the Articles of Organization or a formation notice once a week for six consecutive weeks in two newspapers designated by the county clerk. They must file a Certificate of Publication within 120 days after the Articles of Organization become effective.
The New York Department of State provides instructions for these requirements.