How to Form a New York LLC as a Non-Resident: Complete Guide for 2026

If you are a non-US resident planning to start an Amazon, e-commerce, or another online business in the United States, New York may look attractive because of its huge market and international reputation.

However, New York is quite different from states such as Florida, Wyoming, or South Dakota when it comes to LLC formation.

The state has a unique publication requirement, New York-source income can create state tax obligations for non-resident owners, and LLCs can also have an annual state filing fee depending on their tax classification and New York-source gross income.

For this reason, forming a New York LLC simply because New York is a famous business location may not always make sense for a non-resident e-commerce seller.

On the other hand, if you genuinely plan to operate in New York, have employees or inventory there, or build a physical business presence in the state, forming your company there may be much more logical.

In this guide, we will explain how a non-resident can form a New York LLC, the formation requirements, publication requirement, ongoing compliance, state and federal tax considerations, sales tax rules, and whether New York can make sense for an Amazon or e-commerce business.

Can a Non-Resident Form an LLC in New York?

Yes. You do not need to be a US citizen or New York resident to own a New York LLC.

A foreign entrepreneur can generally form and own a New York LLC while continuing to live outside the United States.

Common business structures available to international entrepreneurs include:

• Single-member LLC

• Multi-member LLC

• C-Corporation

The right structure depends on your ownership, business activities, tax situation, investment plans, and long-term goals.

Simply being allowed to form a New York LLC, however, does not mean New York is necessarily the best state for your business.

What Is Required to Form a New York LLC as a Non-Resident?

There are several important steps involved in forming a New York LLC.

1. Choose Your LLC Name

You first need to choose a business name that complies with New York's LLC naming requirements and is available for registration.

Your LLC name should also be used consistently across your formation documents, EIN records, bank account, Amazon account, payment processors, and other business records.

2. Service of Process in New York

New York works differently from many states when it comes to registered agents.

The New York Secretary of State acts as the statutory agent for service of process for most domestic LLCs. An LLC can also designate a separate registered agent if it wants to do so.

This means it would be misleading to say that every New York LLC owner must separately hire a private registered agent with a physical New York address simply to form the LLC.

However, you still need to provide the required address information for service of process and business records.

Also remember that an address used for state formation is not automatically suitable for Amazon, banking, payment processors, or other business purposes.

3. File Articles of Organization

To establish a domestic New York LLC, you need to file Articles of Organization with the New York Department of State.

The current state filing fee is $200.

Once the filing is accepted, your LLC legally exists, but one major New York requirement still remains: publication.

4. Complete the New York Publication Requirement

This is one of the biggest differences between New York and most other states.

Within 120 days after the LLC's Articles of Organization become effective, a New York LLC generally must publish a copy of the Articles of Organization or a notice relating to the formation in two newspapers.

Publication must run once a week for six successive weeks.

One newspaper must generally be a daily newspaper and the other a weekly newspaper, and the newspapers are designated by the county clerk for the county where the LLC's office is located.

After publication, the newspapers provide affidavits of publication.

You then file a Certificate of Publication with the New York Department of State together with a $50 state filing fee.

5. Obtain an EIN

After forming your LLC, you will generally need an Employer Identification Number from the IRS.

An EIN is commonly used for:

• Business banking

• Federal tax filings

• Payment processors

• Amazon seller accounts

• Payroll, if applicable

• Other business and compliance purposes

Non-US residents can obtain an EIN, although the process can be different when the responsible party does not have an SSN or ITIN.

How Much Does It Cost to Form a New York LLC?

The New York state filing fee for Articles of Organization is currently $200.

However, New York can become more expensive because the LLC also has to complete its publication requirement.

Your overall setup costs can include:

• $200 Articles of Organization filing fee

• Newspaper publication charges

• $50 Certificate of Publication filing fee

• Business address services, if required

• EIN assistance

• Banking assistance

• Tax preparation

• Sales tax registration and filing

• Other business licenses or permits

The actual newspaper publication cost is not fixed by the state. It depends largely on the newspapers designated for your county.

This is why claims such as "New York publication always costs $9,000" should be avoided. In some locations publication can be expensive, particularly in New York City, but the actual amount varies significantly depending on the county and newspapers.

What Happens If You Don't Complete the Publication Requirement?

The publication requirement should not simply be ignored.

New York states that failure to publish and file the Certificate of Publication within the required 120-day period results in suspension of the LLC's authority to carry on, conduct, or transact business in New York.

For non-resident entrepreneurs, this requirement is one of the biggest reasons to carefully consider whether New York is actually necessary for the business.

If you have no real connection with New York, choosing another state solely for forming your online business may sometimes result in simpler formation and lower startup costs.

New York LLC Biennial Statement

New York does not require a traditional annual LLC report.

Instead, domestic LLCs generally file a Biennial Statement every two years.

The current filing fee is only $9.

The Biennial Statement is due during the calendar month in which the original Articles of Organization were filed.

For example, if your LLC was originally formed in September, its Biennial Statement would generally be filed during September every second year.

The state entity-reporting cost itself is therefore very low.

The bigger New York compliance considerations usually come from the initial publication requirement, taxes, and any operating requirements that apply to your particular business.

New York LLC Annual Filing Fee

New York also has a separate LLC filing fee that should not be confused with the $9 Biennial Statement.

Depending on the LLC's federal tax classification and New York-source gross income, an annual filing fee can apply.

For qualifying LLCs and LLPs, the fee is based on New York-source gross income and currently ranges from $25 to $4,500.

For example:

New York-Source Gross Income	Filing Fee
$0 – $100,000	$25
More than $100,000 – $250,000	$50
More than $250,000 – $500,000	$175
More than $500,000 – $1 million	$500
More than $1 million – $5 million	$1,500
More than $5 million – $25 million	$3,000
More than $25 million	$4,500

The actual requirement depends on the LLC's classification and circumstances, so this should not simply be described as a "New York franchise tax on every LLC."

Does New York Have State Income Tax?

Yes.

Unlike states such as Florida, Texas, Wyoming, and South Dakota, New York does impose state individual income tax.

For a non-resident, the important issue is generally New York-source income.

A New York nonresident may need to file a New York State income tax return when they have income from New York sources and meet the applicable filing requirements.

This is why the tax impact of a New York LLC depends on much more than simply where the company was registered.

Your actual business activities and source of income matter.

New York LLC Federal Tax Requirements for Non-Residents

New York state tax and US federal tax are separate matters.

A foreign-owned LLC can still have federal information-reporting obligations regardless of the state where it is formed.

Foreign-Owned Single-Member LLC

A foreign-owned single-member LLC treated as a disregarded entity can have a federal reporting requirement involving:

• Form 5472

• Pro forma Form 1120

when the applicable IRS reporting conditions are met.

Failure to file Form 5472 when required can result in a significant penalty.

What About Form 1040-NR?

A non-resident individual may also need to file Form 1040-NR depending on their US tax circumstances.

However, simply owning a New York LLC does not automatically mean every non-resident owner must file Form 1040-NR.

The actual requirement depends on the source and type of income, US business activities, and other tax circumstances.

Multi-Member LLC

A domestic multi-member LLC is generally treated as a partnership for federal tax purposes unless another valid tax classification is elected.

This can involve:

• Form 1065

• Schedule K-1

• Additional reporting for foreign partners

• Possible withholding obligations depending on the circumstances

Can a Non-Resident Elect S-Corporation Status?

Generally, a nonresident alien cannot be a shareholder of an S-Corporation.

For this reason, a foreign entrepreneur should not automatically assume that an S-Corp election is available simply because they formed an LLC.

New York Sales Tax for E-Commerce Businesses

New York has a 4% state sales tax, and local jurisdictions impose additional sales taxes.

This means the combined sales tax rate can be considerably higher depending on the customer's location.

For example, New York City's combined sales tax rate is commonly 8.875%.

If your business is required to register for New York sales tax, you must obtain a Certificate of Authority before collecting taxable New York sales tax.

For Amazon and e-commerce businesses, the most important issue is whether your business has sales tax nexus.

New York Economic Nexus for Remote Sellers

A remote seller without a physical New York presence can still become subject to New York sales tax registration requirements.

Under New York's current economic nexus rules, an out-of-state business generally reaches the threshold when, during the relevant period, it has both:

• More than $500,000 in sales of tangible personal property delivered into New York, and

• More than 100 sales of tangible personal property delivered into New York.

Both conditions matter.

This is different from states where simply exceeding one sales-dollar threshold is enough.

Physical presence can also create nexus independently of the economic threshold.

New York Sales Tax Filing Frequency

New York's sales tax filing system is somewhat different from many other states.

Depending on your activity, you may be a:

• Part-quarterly filer

• Quarterly filer

• Annual filer

Most newly registered vendors generally begin as quarterly filers unless another filing frequency applies.

Quarterly Filers

Quarterly filers generally use Form ST-100, New York State and Local Quarterly Sales and Use Tax Return.

New York's sales tax quarters are:

• March 1 – May 31

• June 1 – August 31

• September 1 – November 30

• December 1 – February 28 or 29

Returns are generally due within 20 days after the end of the reporting period.

Part-Quarterly Filers

Businesses with sufficiently high taxable receipts may be required to file part-quarterly, which functions similarly to monthly reporting.

A vendor can become a part-quarterly filer when its combined taxable receipts and other specified amounts reach $300,000 or more in a quarter.

Annual Filers

Businesses assigned annual filing generally use Form ST-101.

New York states that annual filing can apply where the business owes $3,000 or less in tax during the annual filing period. The annual return covers March 1 through the end of February and is generally due March 20.

What Information Should You Keep for New York Sales Tax?

If you are registered for New York sales tax, maintain accurate records throughout the year.

You may need:

• Certificate of Authority information

• Gross sales

• Taxable sales

• Exempt sales

• Sales tax collected

• Sales by New York jurisdiction

• Amazon marketplace sales

• Shopify or website sales

• Exemption certificates

• Previous sales tax returns

• Payment processor reports

• Business bank statements

Because New York has many local sales tax rates, keeping sales information by customer location can be especially important.

New York LLC vs Florida LLC for Non-Resident E-Commerce Sellers

New York and Florida are both major US markets, but their tax and LLC compliance environments are very different.

Feature	New York LLC	Florida LLC
Non-Resident Ownership	Allowed	Allowed
Individual State Income Tax	Yes; non-residents can be taxed on New York-source income	No individual state income tax
Domestic LLC Filing Fee	$200	$125
Publication Requirement	Yes – two newspapers for six consecutive weeks	No comparable LLC publication requirement
Certificate of Publication Fee	$50	Not applicable
Regular Entity Report	Biennial Statement every two years	Annual Report every year
Entity Report Fee	$9 every two years	$138.75 annually
Separate LLC Filing Fee	Can range from $25 to $4,500 depending on classification and New York-source gross income	No equivalent New York-style LLC filing fee
State Sales Tax	4% plus local sales tax	6% plus applicable county surtax
Remote Seller Economic Nexus	More than $500,000 in qualifying sales and more than 100 transactions	Generally more than $100,000 in taxable remote sales under applicable rules
Large Consumer Market	Yes	Yes
Formation Complexity	Higher due especially to publication requirement	Comparatively straightforward
Best Suited For	Businesses with a genuine reason to operate or establish a presence in New York	Businesses with operations, customers, employees, or future plans connected with Florida
Main Point to Consider	Publication cost, New York-source taxation, filing fees and sales tax	Annual report cost and Florida sales tax compliance

New York's Articles of Organization fee is currently $200, while the state also requires the separate publication process and $50 Certificate of Publication filing.

Which Is Better: New York or Florida?

For a non-resident entrepreneur running a completely online business with no particular connection to either state, Florida can be simpler from a state individual income-tax and formation perspective.

New York has a larger compliance burden at formation because of its publication requirement.

It can also create New York income-tax considerations when non-resident owners have New York-source income.

However, if you actually plan to operate in New York, maintain a physical presence there, hire employees there, or have another strong business reason for using New York, forming the company there can make more sense.

The important point is not to choose New York simply because the state is famous.

Your LLC state should match your actual business requirements.

Common Mistakes Non-Residents Make With New York LLCs

Choosing New York Only Because It Is Famous

New York is one of the world's biggest business markets, but that does not automatically make it the best formation state for an international e-commerce entrepreneur.

If you have no genuine New York business activity, the publication requirement and additional state compliance may add unnecessary cost.

Forgetting the Publication Requirement

A New York LLC generally needs to complete publication within 120 days.

Failure to properly complete the requirement can result in suspension of the LLC's authority to carry on, conduct, or transact business.

Thinking the $9 Biennial Statement Is the Only Ongoing State Cost

The Biennial Statement costs only $9, but a separate New York LLC filing fee can apply depending on the company's classification and New York-source gross income.

Assuming Every New York LLC Needs a Private Registered Agent

New York's Secretary of State is the statutory agent for service of process for most domestic LLCs.

A separate registered agent can be designated, but it is not the same mandatory setup used in many other states.

Ignoring New York-Source Income

A non-resident may still have New York income-tax obligations when they receive income from New York sources.

Assuming Amazon Handles Every Sales Tax Requirement

Marketplace facilitator rules can mean Amazon collects and remits sales tax on marketplace transactions.

However, your own website sales, other marketplaces, physical presence, inventory, and other activities can create additional considerations.

New York LLC for Amazon Sellers

A New York LLC can generally be used as the legal business entity behind an Amazon business.

However, Amazon sellers should consider the complete setup rather than only LLC formation.

You may need to manage:

• EIN

• Business banking

• Amazon verification

• Publication requirement

• Biennial Statement

• Federal tax filings

• New York tax obligations

• Sales tax registration

• Bookkeeping

• Inventory records

• Business licenses and permits

Amazon may also store your inventory outside New York.

This means your sales tax obligations can extend beyond the state where your LLC was formed.

What Documents Should You Keep for Your New York LLC?

Keeping your company records organized can make tax and compliance work considerably easier.

You should generally maintain:

• Articles of Organization

• EIN confirmation

• Operating Agreement

• Newspaper publication affidavits

• Certificate of Publication

• Biennial Statements

• New York tax filings

• Sales tax Certificate of Authority, if applicable

• Sales tax returns

• Business bank statements

• Amazon sales reports

• Other marketplace reports

• Payment processor statements

• Expense records

• Previous federal tax returns

• Payroll records, if applicable

• Business licenses and permits

For a non-resident owner managing everything from outside the United States, keeping digital copies of these documents is particularly useful.

New York LLC Formation & Compliance Videos

We have also prepared four videos covering the important areas non-resident entrepreneurs should understand before forming and operating a New York LLC.

Video 1: New York LLC for Non-Resident E-Commerce Entrepreneurs

This video explains the main advantages and disadvantages of New York for Amazon and e-commerce sellers, including taxes, publication costs, sales tax, privacy, and whether the state makes sense for a non-resident business owner.

[New York E-Commerce LLC Video]

Video 2: New York LLC for Non-Residents & C-Corp Formation Requirements

This video covers the business structures available to non-residents, Articles of Organization, service-of-process requirements, foreign business registration, and other requirements for establishing a New York company.

[New York LLC Formation Video]

Video 3: New York LLC Tax Filing & Compliance

Already have a New York LLC?

This video covers the Biennial Statement, LLC filing fee, New York-source income, federal tax requirements, Form 5472, and the records you should keep ready for compliance.

[New York Tax Filing Video]

Video 4: New York Sales Tax Filing & Compliance

This video explains New York sales tax, economic nexus, local sales tax rates, filing frequency, and the information Amazon and e-commerce sellers should maintain for sales tax reporting.

[New York Sales Tax Video]

Need Help Forming a New York LLC?

If you are a non-US resident and need to establish a New York LLC for Amazon, e-commerce, or another business, you do not have to manage the formation and compliance process yourself.

At ReinstaFix, we help international entrepreneurs and e-commerce sellers with US business formation and related services.

Depending on your requirements, we can assist with:

• New York LLC formation

• Publication requirement assistance

• EIN assistance

• US business address

• Business banking guidance

• Amazon seller account setup

• Federal tax and compliance assistance

• Sales tax compliance

• Ongoing business support

New York has more moving parts than many other LLC states, so it is particularly important to understand the formation and ongoing requirements before registering the company.

New York LLC Frequently Asked Questions

Can a non-resident form a New York LLC?

Yes. A non-US resident can generally form and own a New York LLC without becoming a New York resident.

Do I need a private registered agent in New York?

Not necessarily.

The New York Secretary of State is the statutory agent for service of process for most domestic LLCs. An LLC may also designate an additional registered agent.

How much does it cost to form a New York LLC?

The current state filing fee for Articles of Organization is $200.

Publication costs, the $50 Certificate of Publication filing fee, and other services can increase the total formation cost.

Does a New York LLC have to publish in newspapers?

Yes, in most cases.

A domestic LLC generally must publish a notice in two newspapers once a week for six consecutive weeks and complete the requirement within 120 days after formation.

How much does New York LLC publication cost?

There is no single statewide newspaper price.

The cost depends on the newspapers designated for the LLC's county. The state separately charges $50 to file the Certificate of Publication after publication is completed.

Does a New York LLC file an annual report?

New York LLCs generally file a Biennial Statement every two years, rather than an annual entity report.

The filing fee is currently $9.

Does New York have state income tax?

Yes.

Non-residents can have New York income-tax obligations when they have New York-source income and meet the applicable filing requirements.

Does New York have an LLC annual filing fee?

Qualifying LLCs can have a separate annual filing fee based on New York-source gross income.

The current LLC/LLP fee schedule ranges from $25 to $4,500.

Does New York have sales tax?

Yes.

New York has a 4% state sales tax, with local taxes added depending on the customer's location.

What is New York's remote seller economic nexus threshold?

For the relevant remote sales rules, an out-of-state seller generally reaches economic nexus when it has more than $500,000 in qualifying New York sales and more than 100 sales during the applicable measurement period.

Can I use a New York LLC for Amazon?

Yes. A New York LLC can generally be used as the legal entity for an Amazon business, subject to Amazon's current seller verification and account requirements.

Does a foreign-owned New York LLC need Form 5472?

A foreign-owned single-member US LLC treated as a disregarded entity can have Form 5472 and pro forma Form 1120 reporting requirements when the applicable federal rules are met.

Is New York better than Florida for a non-resident LLC?

It depends on your business.

New York has a more complicated formation process because of the publication requirement and can create New York income-tax considerations for non-residents with New York-source income.

Florida has no individual state income tax and does not impose a comparable newspaper publication requirement.

If you genuinely plan to operate in New York, however, forming your LLC there may still make sense.

Final Thoughts

New York is one of the biggest and most important business markets in the United States, but that does not automatically make it the best state for every non-resident entrepreneur.

The state has a $200 LLC formation fee, a six-week newspaper publication requirement, a $50 Certificate of Publication filing, a $9 Biennial Statement every two years, and potentially an additional LLC filing fee based on New York-source gross income.

New York also imposes state income tax, which can matter for non-residents with New York-source income, and it has a state and local sales tax system that e-commerce sellers need to understand.

For an Amazon or e-commerce entrepreneur with no physical presence or genuine business connection to New York, another state may sometimes offer a simpler structure.

But if your operations, employees, inventory, customers, or future plans are genuinely connected with New York, forming there can make much more sense.

The correct state for your LLC should always depend on how you actually plan to operate the business, rather than simply choosing the most famous state.

If New York fits your business requirements and you want help with formation, publication, EIN, banking, Amazon setup, or ongoing compliance, ReinstaFix can help you get started.