To start a corporation in New York, you must file Articles of Incorporation with the NY Department of State. To simplify the process of forming a corporation in the state of New York, check out the following 6 steps.
Your first step when setting up your New York corporation is to choose a business name that fits your product or service.
Before you incorporate, ensure your top New York corporation name choice is available for use. You’re not allowed to choose the same name as an existing company in New York.
Luckily, it’s easy to check your chosen name with our business name checker. The state of New York also has a business entity database you can check. When brainstorming names, have a few options in case one is taken.
Other business name considerations for your New York corporation:
Once you’ve settled on a name that works for your brand, check to make sure it isn’t trademarked.
Names can be trademarked on the federal or state level. To see if your desired name has been trademarked in New York, call the state records office of the New York Department of State at (518) 473-2492. To search federal trademarks, visit the United States Patent and Trademark Office (USPTO) website.
After you determine that your name is legally available, consider registering your own trademark at the state and/or federal levels. Federal registration comes with broader protection, which is valuable if you plan to do business outside of New York. Visit the USPTO website for more information on federal registration.
To register a trademark in New York, you will need to fill out a form and submit it with a $50 filing fee. It is often quicker and easier to file at the state level. You can learn more about New York trademarks on the NY.gov website.
Note that if you need some time before you file your Certificate of Incorporation with New York, you can reserve your chosen name for up to 60 days. The filing fee is $20, and you will need to mail the form to:
New York Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
Determine if you want to use an assumed name, commonly referred to as a “doing business as” (DBA) name in other states. This is another name you can use to operate your corporation in New York. To use it, you will need to submit a Certificate of Assumed Name with a $25 fee, plus an additional fee for every county where your New York corporation conducts business.
The fee for counties within New York City (Bronx, Kings, New York, Queens, and Richmond) is $100. Counties outside of that city are $25.
Finally, once you’ve chosen a name, you may want to create a website for your business. Before you register your business as a corporation, it’s a good idea to see if an available website domain name matches your business name. Once you’ve found one, you can partner with ZenBusiness to obtain the domain name on your behalf.
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Once you’ve established a name, your next step is to appoint a board of directors. Your board’s primary job is to provide oversight for your organization, particularly regarding financial matters.
In New York, corporations are required to have at least one director. These directors must be at least 18 years old, but they don’t need to be residents of the state. It’s important to note that the company’s founders and shareholders may be directors. At the same time, directors are not required to be shareholders of the business.
You also need to establish bylaws to govern your board of directors, who will approve them at an organizational meeting. You should hold this meeting before incorporation, but New York law allows you to hold this meeting after filing.
At this same organizational meeting, those incorporating the business will present and sign a document that formally appoints the board of directors and transfers certain powers and actions. It’s also a good time to establish your company’s share structure.
Every state requires a corporation to have a registered agent, sometimes referred to as an “agent for service of process.” This an individual or entity designated to receive legal documents and state correspondence — such as tax notices and subpoenas — for your business.
New York is unusual in that it requires you to list the New York Secretary of State as your registered agent. However, state law also allows you to appoint a registered agent in addition to the Secretary of State (the Secretary of State office remains your primary agent). This agent can be a resident of New York, someone with a business address in New York, or a corporation authorized to do business in the state.
A registered agent service can help fulfill this role by ensuring you’re quickly notified when important notices arrive and by organizing and safekeeping important correspondence for you. Corporations commonly appoint a registered agent service to handle legal issues for them. Take advantage with our registered agent service in New York.
Once your company name, directors, and registered agent are in place, you’re ready to file your Certificate of Incorporation with New York’s Department of State. Filing this document establishes your business as a New York corporation.
When filing a Certificate of Incorporation in New York, you’ll need the following information and items:
You’re not required to use the state’s designated form if filing by paper. You can create your own and add any optional provisions, as long as they’re legal. For example, the state’s form lists an authorized stock structure of 200 shares with no par value. If you’d rather have a different number of authorized shares with a certain par value, you can make your own certificate.
You can file your Certificate of Incorporation by mail, forwarding the form and payment for the filing fee to:
New York Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, New York, 12231
Other filing options include in-person or by fax, but the easiest method is using the Department of State’s online filing system.
If you’re ready to launch and don’t want to wait weeks for your paperwork to get processed, we can help. You can form your corporation in New York in as little as one day with our rush filing services. With our rush filing service, we prioritize your formation paperwork so you can get it filed with the New York Department of State within 1-3 business days for just $100 + state fees.
Creating corporate bylaws is an important step in launching your business. This legal document will define how your company governs itself.
Among the items your bylaws might include are:
Your company’s incorporators should adopt the bylaws at your organizational meeting. After this, they can be adopted, amended, or repealed by a majority shareholder vote.
While you aren’t legally required to file your bylaws with the New York Department of State, you are still expected to maintain them as internal documents.
As you launch your New York corporation, another integral document is your shareholder agreement. This legal contract is designed to protect the rights of your stockholders — both majority and minority investors.
This document should clearly define who can be a shareholder in your company and provide safeguards for minority positions. Any restrictions on the transfer of shares should also be included.
Finally, your agreement should define the value of a single share of your company’s stock and details on payments in the event of a company sale.
As a corporation, you’re required to issue stock in your company.
When you filed your Certificate of Incorporation, you designated the number of shares that you hoped to issue. Legally, you can issue any number of shares up to the figure you filed.
As you launch your company, you also need to assign a value to your stock. You can determine this number by anticipating your corporation’s future performance and dividing it by the total shares of stock offered. After this, the value will fluctuate based on supply and demand.
Your corporation’s stock may be issued privately or publicly. A privately traded company is typically owned by its founders, managers, or a small group of investors. If your company is public, a portion of your corporation’s stock must be made available to the public.
If your corporation is public, you’re legally required to keep track of stock purchases and sales. These transactions must be reported to the U.S. Securities and Exchange Commission (SEC). You must also register with New York’s Investor Protection Bureau as a broker-dealer.
However, this often doesn’t apply to small corporations making an unadvertised private sale of its initial shares, so check with the Investor Protection Bureau about your situation.
After you incorporate your business, apply for a federal Employer Identification Number (EIN). Like a Social Security number for an individual, this nine-digit number is used for business identification and tax purposes.
You can apply for an EIN for your corporation by visiting the IRS website. The process can be completed in minutes and is free.
Once you’re assigned an EIN, you must register it with New York, especially if you have employees. This number is used to track your employees’ wages, unemployment claims, and tax withholdings. Your EIN is also needed for your corporation to file its federal and state taxes each year.
Need an EIN? We can registered for yours with our EIN service.
Even after you file your Certificate of Incorporation, you’ll need to acquire the required licenses and permits to operate.
Unfortunately, there’s no one-stop shop for these necessary items. Licenses vary by industry and location and could include federal, state, and local requirements. Luckily, the New York Business Express offers new business owners a helpful tool that creates a checklist of required New York forms, licenses, and permits tailored to their specific situations.
Check with the economic development offices at the county and city levels to learn about any permits or licenses that you’re required to obtain through these local municipalities.
All New York corporations must file a Biennial Statement with the Department All New York corporations must file a New York Biennial Statement with the Department of State every two years.
Your first report should be filed in the calendar month that you filed your Certificate of Incorporation.
The statement should include:
Corporations can file their Biennial Statement online through the Department of State’s e-Statement Filing System. There is a $9 filing fee for this transaction.
The cost to form a corporation in New York starts with the filing fee of your Certificate of Incorporation, which is $125. This cost remains the same whether you file online, in person, by mail, or by fax. You’ll also have the $9 biennial statement fee.
There may also be additional costs, like the name reservation fee of $20 or fees associated with licenses or permits needed to operate.
ZenBusiness can help streamline the formation process with our starter package. We’ll worry about the red tape, so you can focus on growing your small business.
There are many benefits to forming a corporation in New York.
First, there’s less risk for owners, as the corporate structure creates an entity entirely separate from the individuals forming the business. This provides owners more personal protection financially and legally.
The issuance of stock also makes it easier for corporations to raise capital and obtain funding. It’s also easier for corporations to offer retirement plans and transfer ownership.
Specifically, there are many advantages to forming a corporation in New York, including tax incentives, financial support for small business owners, and professional development opportunities.
There are some disadvantages to incorporation, as well. C corporations can experience double taxation — first on their profits as a corporation, and again when their shareholders are taxed on their dividends.
How your New York corporation is taxed depends on its specific structure.
C corporations (c corp) are viewed as distinct taxable entities, which means they are responsible for paying corporate taxes. This means that the corporation itself is taxed on profits, and the shareholders then are taxed on their share of the profits. New York also requires them to pay an annual franchise tax. The amount is calculated based on whichever of the following is the highest tax: the company’s business income, its business capital, or a fixed dollar minimum (FDM) tax, which is determined by the corporation’s New York State receipts.
C corporations may also have to pay a metropolitan transportation business tax if they do business or have office space in what’s known as the Metropolitan Commuter Transportation District (MCTD). This district is made up of the counties of New York, Bronx, Kings, Queens, Richmond, Rockland, Nassau, Suffolk, Orange, Putnam, Dutchess, and Westchester.
An S corporation (s corp) refers to a tax status a C corporation applies for with the IRS. Under this structure, you avoid double taxation because the corporation itself is not federally taxed on profits, only the shareholders when they receive their share of profits.
If your business is registered as a federal S corporation, it isn’t automatically recognized as one by New York. To elect S corporation status for New York tax purposes, your shareholders will need to select this designation by filing form CT-6. If you successfully apply, New York will still charge your S corporation a franchise tax, but it will be a fixed dollar minimum tax based on New York receipts. Also, the metropolitan transportation business tax doesn’t apply to S corporations.
Nonprofit corporations can apply to the IRS to be exempt from federal income tax. New York nonprofits can also submit an application to the state to be exempt from the state’s franchise tax. They also may be able to apply for a sales tax exemption.
Ready to create your corporation? We can help you form your business in minutes with our corporation filing service. We also offer a variety of other services, quick filing for other business entities like LLCs and worry-free compliance once your corporation is up and running.
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Corporations are more complex structures than other types of businesses and typically require additional paperwork, such as special tax filings and reports on stock transactions.
Like a corporation, a limited liability company (LLC) is a business in which the company’s owners have limited liability for its financial and legal obligations, but, unlike a corporation, there is no board of directors, and no shares are issued by LLCs.
You can change the name of your corporation in New York by filing a Certificate of Change with the New York Division of Corporations, State Records, and Uniform Commercial Code and paying the appropriate filing fee.
A single person can form a corporation in New York.
You can form your New York corporation online using the Business Express website.
To dissolve your corporation, you will need to file the Certificate of Dissolution and pay the accompanying fee.
Yes, foreign corporations can file in New York. To register as a foreign corporation in New York, you need to apply for an Application of Authority through the Department of State. You can file this certificate online, by fax or on paper, and you submit it to the New Jersey Department of Treasury.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
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