How to Start an Architecture Practice in New York
Form Your Business Entity
Most of our Architect clients choose to form a PLLC business entity (Professional Service Limited Liability Company). This is a great option for solo practitioners or partners starting a small architecture firm in New York. Architects may also form a PC (Professional Service Corporation), LLP (Limited Liability Partnership), or a D.P.C. (Design Professional Service Corporation) although these options are not as popular in my experience.
Setting up a professional business entity provides the owners many benefits, namely, limited liability protection and protection of one’s personal assets. Note, that Architects can’t form a regular LLC or Corporation; the New York Department of State requires that the company’s organizational documents are compliant for professional service companies and must be accompanied by a Certificate of Authorization issued by the New York Department of Education. The NYS DOE will issue a Certificate of Authority upon receiving the proposed legal formation documents, license information of the architect, filing fees, notarized affidavits, and other organizational documents.
Architecture Practice Naming Restrictions in New York
The name of the your new practice must conform with the naming restrictions enforced by the New York State Department of Education. We do a name a clearance search in advance of every formation project make to sure that the name is available for registration and compliant with their list of restricted words and phrases.
Open Bank Accounts
Once your entity is established you’ll need an EIN number (Employer Identification Number) to open a business bank account. These are also referred to as a Tax ID Number and are issued by the IRS. We include these as part of our professional practice formation services.
Hang Your Shingle
Once the company is set up you can start marketing your services. This is the fun part. There are so many ways to connect with potential clients the possibilities are endless. SEO, PPC, traditional advertising, networking, coworking, referrals, blogging, etc. It will take some time to hone your strategy, but once you do the phone will start ringing.
At Thomas Law Firm, one of our areas of expertise is helping other professionals set up their own practices. We frequently work with architects, engineers, land surveyors to get their businesses established and registered with the State of New York. If you’re interested in starting your own architecture practice contact us for a free phone consultation.
Registered Agent Services in New York City
The City of New York requires a Registered Agent with an address within the 5 boroughs of New York in many cases. For example, the NYC Department of Buildings requires a Registered Agent or “Named Agent” on Form LIC50: AUTHORIZATION FOR SERVICE OF PROCESS by AGENT. This form is used Architects, Special Inspection Agencies, and other licensees.
The New York City Department of Consumer and Worker Protection, The New York Department of Labor and the New York Business Integrity Commission also have Registered Agent Requirements. If you need a New York City Registered Agent contact us for more information.
Business Name Restrictions in New York
If you’re forming an LLC, corporation, or professional business entity in New York there are business naming requirements that must be met before your company can be formed.
First, all business entity names must be unique and distinguishable from other business names on file with the New York Department of State, which is the Agency that maintains all corporate filings in the State of New York. You can check to see if your proposed name is available by doing a name availability search on the NY Department of State website.
Second, all business entity names must include the appropriate corporate designation. For example, all corporation names must include one of the following words or abbreviations: Corporation, Incorporated, Limited, Corp, Inc, or Ltd. Similarly, limited liability company names must include: Limited Liability Company or LLC or in the name of the company.
If you’re forming a professional entity such as a Professional Corporation (PC) or a Professional Limited Liability Company (PLLC) additional naming restrictions will apply depending on your profession and the agency that oversees your professional licensure. For example, doctors seeking to form a medical practice in NY must obtain approval of the company name from the NY Office of the Professions and they will not permit the use of: Cure, Healing, International, Management Co., National, Network, Partners, Spa, Center, Clinic, or Hospital. Words that suggest superiority are also prohibited from use such as: Advanced, Best, Exceptional, Super, Premier, Outstanding, etc. (these are only examples of prohibited words, the actual list is very long).
Lastly, the name of every business entity may not include a restricted word or phrase, unless one has complied with the restriction. The restrictions are based on consumer protection laws and prohibit the use of words that are likely to deceive consumers. Certain words and phrases may also require the consent or approval from another state agency prior to forming the company with the NY Department of State.
Some examples of restricted words for business names in New York are: academy, annuity, assurance, attorney, bank, benefit, blind, board of trade, casualty, college, conservatory, corporation, cooperative, council, doctor, education, elementary, endowment, exchange, fidelity, finance, guaranty, handicapped, historical, indemnity, insurance, investment, lawyer, mortgage, partnership, school, surety, union, and university.
The above list is not exhaustive, but you get the idea of why these types of terms need to be regulated. A complete list of restricted words is available on the Department of State website. You can also read N.Y. LLC Law § 204 or N.Y. BSC Law § 301 for more information on this topic or CONTACT US if you have questions regarding how to name your business.
How To Form A PLLC in New York
There are four options for professional service providers in New York who want to set up a new business entity: 1. Professional Service Limited Liability Company (PLLC); 2. Professional Corporation (PC); 3. Design Professional Corporation (DPC); and 4. Limited Liability Partnership (LLP). These are the correct entities for people who provide professional services such as doctors, lawyers, engineers, dentists, LCSWs, licensed mental health counselors, registered nurses, nurse practitioners, and other professionals who are regulated by the New York State Education Department. PLLCs are by far the most popular choice out of these 4 options.
Forming a professional business entity in New York is similar to forming a regular business entity, however there are additional regulations to comply with. In New York many occupations are subject to Title VIII of the Education Law, which is regulated by the New York State Education Department, Office of the Professions. This organization is the gatekeeper of professional entities. In order to get their authorization, we must provide them with the Articles of Organization for the proposed professional entity, comply with their business naming restrictions, pay fees associated with their authorization process and credential checking process, and complete a certificate of authorization form and/or other preliminary documents depending on the profession.
Once the Department of Edccation authorization is obtained, we must file it with the New York Dept. of State along with your organizational documents. Then, these documents must be certified and filed back with the Dept. of Education. The formation process takes about 3 to 4 months and is fairly difficult. The Dept. of Education seems to love rejecting PLLC applications for various reasons, so do yourself a favor and give us a call if you’re planning on setting one up.
If you’re forming a PLLC or LLP, after the entity is formed you will need to complete the NY LLC publication requirement. If you’re forming a PC, there’s no publication requirement but you should still make sure that you execute the appropriate corporate documents including your bylaws, resolutions, shareholders agreement, etc. For more information check out our Form a Professional Business Entity page or contact us for a free phone consultation!
New York LLC Publication FAQ
New York Limited Liability Company Law § 206 states that when an LLC is formed it must publish a legal notice of the new business entity for six consecutive weeks in two newspapers as assigned by the County Clerk in the county of the LLC’s legal address. After six weeks of running the ads, each newspaper will issue an affidavit that states that the LLC actually ran the ad, and these affidavits must be filed with the New York Department of State, along with a Certificate of Publication. This process must be completed within 120 days of the date that the LLC was formed.
How much does it cost to publish an LLC in New York?
LLC Publication fees depend on the advertising costs in the county where your LLC is located. Click here for the LLC publication price in your county.
Can You Publish my NY LLC that I formed through Legal Zoom?
Yes. If your company was formed through Legal Zoom or another provider send us an email and include the full name of the LLC that you need to publish.
Can I avoid the NY Publication requirement by filing my LLC in Delaware?
No. Unfortunately, even foreign LLCs (formed in another state) are required to comply with the publication requirement according to NY LLC Law Section 802 (b).
Are there any additional fees associated with your LLC Publication service?
No. All advertising fees, legal fees, and tax are included in the flat fees listed on this website.
Does the NY Publication Requirement apply to Corporations?
No. It only applies to LLCs, PLLCs, LLPs, and LPs. The publishing fees listed on this website apply to all forms of entities. There are no additional fees for PLLCs, LLPs, or LPs.
What is a Certificate of Publication?
A Certificate of Publication is the document that must be filed with the New York Department after we have published your LLC. It acknowledges that you have satisfied the publication requirement and must be submitted within 120 days of forming the LLC. Drafting and filing this document is included in our flat fee LLC publication service.
How can I avoid the NY Publication requirement?
You can form a corporation instead of a LLC, PLLC, LLP, or LP. Many people in NYC do this to avoid the additional publication costs associated with LLCs if they don’t have a preference on their entity choice. However, LLCs have many advantages over the corporate structure including flow-through taxation (which avoids the double taxation associated with corporations), so investing in the initial LLC startup expenses may save you money once your company is established.
What happens if I don’t publish the LLC?
NY law states that if a LLC fails to comply with the publication requirement “the authority of such limited liability company to carry on, conduct or transact any business in this state shall be suspended.” What does this mean? Practically speaking, this means that your company can’t sue in the NY court system and you may not be able to get a Certificate of Good Standing (aka Certificate of Existence) from the NY Department of State. Thus, you probably won’t be able to get loan from a bank, open a bank account, or register your business to operate in another state.
The law also states that failure to comply with the publication requirement “shall not limit or impair the validity of any contract or act of such limited liability company” and failure to comply shall not “result in any member, manager or agent of such limited liability company becoming liable for the contractual obligations or other liabilities of the limited liability company.” LLCs are also permitted to publish after the 120 day period has expired, and can regain good standing with the NY Department of State even if they publish late.
Checklist: Form an LLC in New York
1. Pick an LLC name and conduct a clearance search. The New York Department of State keeps LLC names in a database that is publicly searchable. Naming restrictions apply and new LLC names must be distinct from those already on file.
2. Draft Articles of Organization. This is the main document that legally establishes an LLC and includes information such as the LLC’s name, address, registered agent, etc. This document must be filed with New York Department of State.
3. Publish your LLC. LLCs in New York must comply with the New York LLC Publication Requirement, which states that new LLCs must publish legal notices for six weeks in two designated publications by their County Clerk. The notices and affidavits must be filed with the NYS Dept. of State along with a Certificate of Publication within 120 days of the date that the LLC was formed.
5. Draft an Operating Agreement. This is an internal company document outlines ownership interests, procedures for adding new members to the LLC, allocation of profits and losses, and other important procedures for the members. Important for LLCs with more that one Member.
6. Get an IRS EIN Number and open a bank account.
Need help? Contact us for a free phone consultation.
How to Obtain a PLLC Certificate of Authority in New York
A Certificate of Authority is a document issued by the New York State Education Department, Office of the Professions, which indicates their approval for a new professional service provider to open a PLLC or PC. (Note, the Certificate of Authority we’re referring to is also known as a PLS709, not a Certificate of Authority to collect sales tax).
During the application process the Office of the Professions must review the proposed Articles of Organization for the new PLLC, review the Members professional licensure credentials, and review other application documents specific to each profession. If the documents are legally sufficient, the Office of the Professions may issue a Certificate of Authority, which is required by the Department of State along with the Company’s organizational documents in order to establish the new entity.
The Department of Education processing time can take several months, so ensuring that the organizational documents are drafted correctly upon first submission is critical. This can save much time by eliminating the need to resubmit. The Department also frequently refuses applications for various reasons so if you’re on a timeline please contact us to inquire about our PLLC formation services.
How To Start a Law Firm in New York
Establish a Legal Business Entity
Most of our Attorney clients choose to form a PLLC business entity (Professional Service Limited Liability Company). This is a great option for solo practitioners or partners starting a small law firm in New York. Attorneys may also form a PC (Professional Service Corporation) or LLP (Limited Liability Partnership) although these two options are not quite as popular. Setting up a professional business entity will help your company become established and provides the owner with many benefits. Note, that Attorneys can’t form a regular LLC; the Department of State requires a professional entity and a Certificate of Good Standing from your Appellate Division.
Law Practice Naming Requirements in New York
The name of the your new practice should conform with the New York Rules of Professional Conduct. We do a name a clearance search in advance of every PLLC formation project make to sure that the name is available for registration and ethically compliant. [Update as of 2020, NYS has relaxed the requirements that apply to the usage of trade names by Attorneys].
Open Bank Accounts
Once the entity is established you’ll need an EIN number to open a business bank account. Lawyers in New York must also have an IOLA account for client funds held in trust. An IOLA account is mandatory and NYS uses the interest proceeds to help indigent clients. IOLA set up is simple and the bank will do it for you.
Malpractice Insurance
There’s no shortage of insurance brokers who will happily sell you malpractice insurance for your new venture. I would suggest checking around and getting some quotes based on your particular practice area. The quotes you will get may vary greatly in terms of scope and price.
Law Practice Management Software
Again, lots of options here. A quick Google search will lead to many billing platforms, payment processors, merchant service providers, software platforms, etc. I’ve had a few different systems in place until finding my current system that allows new clients to easily pay online.
Hang Your Shingle
Once the company is set up you can start marketing your services. This is the fun part. There are so many ways to connect with potential clients the possibilities are endless. SEO, PPC, traditional advertising, networking, co-working, referrals, blogging, etc. It will take some time to hone your strategy, but once you do the phone will start ringing. For me, it only took about 2 months until I signed my first client. [Update 2025: Phone calls are by appointment only now. Our phone rings non-stop every day, all day].
If you’re interested in starting your own law firm in New York contact us for a free phone consultation.
Expedite a New York PLLC…is it possible?
We get asked a lot if it’s possible to expedite a PLLC application in New York. The answer is YES, we are generally able to process these applications much, much quicker than other attorneys who do not specialize in this process, and certainly much quicker that any of the junk services that market to self-filers.
While the New York State Education Department does not allow applicants to pay for an expedite option, we are still able to get our client’s applications processed quicker at this stage of the process by avoiding the common application refusals (there are many), conducting the proper name clearance and compliance searches and docketing the applications so that we know exactly where each application stands in the queue.
Once we receive the New York State Education Department’s approval, we are allowed to expedite the next phases of the filing and publication processes with the New York Department of State. By expediting here, they will process the paperwork within 24 hours, rather than waiting for the routine processing time, which varies based on caseload. The best way to get a PLLC application processed quickly is to hire an Attorney who has personally processed hundreds of these applications. Contact us to schedule a free phone consultation.
Single Member LLCs in New York
Single-member LLCs are the most popular form of business entity for entrepreneurs embarking on a new solo venture. LLCs have many benefits including their limited liability protection, low maintenance requirements, and flexibility to easily add or remove members.
Where to set up your Single-Member LLC
Most of our clients are local and will elect to file in New York. Setting up in your home state tends to minimize the set up costs and simplify tax issues. Setting up locally also helps to avoid multi-jurisdictional legal issues and avoid the costs associated with out-of-state business registrations. While some scalable startup companies may benefit from setting up in Delaware, most small businesses located in New York are better off filing in the State of New York.
How to set up a Single-member LLC
Single-member LLCs are established in New York by filing Articles of Organization with the Department of State. The name of the LLC must be distinct from those currently in existence. Certain words are also restricted from being used in the company name for consumer protection purposes (school, bank, trust, title, etc.) Many people will also trademark the name of the new company, which helps to prevent other people from using their name or a similar name. Once the entity is established, the new entity must also fulfill the LLC publication requirement within 120 days. This involves running formation notices in the county in New York where the new LLC is located.
Why set up a Single-member LLC?
There are many reasons, most importantly to insulate your personal assets when conducting business. It’s also common for consultants, freelancers, and independent contractors to be required to have an LLC for billing purposes or to even be a candidate for contract work at many Companies in New York City.
How are Single-member LLCs taxed?
LLCs are a flow-though entity by default. This means that the business profits or losses flow through directly to the business owner, unless the owner elects another tax option. If the business makes a profit, the single member is taxed on those earnings and reports them on his or her personal income tax statement at the end of the year by attaching a Schedule C. Similarly, losses also flow through directly to the sole member (the LLC formation fees and other startup costs are common tax write-offs).
Can I add new members to the LLC later?
Yes. LLCs are governed by their LLC operating agreement. This is a private contract among the members of an LLC. A new member can be added to an LLC by simply having the new member sign on to the LLC operating agreement in most cases.
Have questions? Email us to schedule a free phone consultation.