New York Incorporation

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How to Incorporate in New York

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If you’re looking to incorporate in New York, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.


Paperwork Cost Time
  • Form DOS-1239-f-l: Certificate of Incorporation
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Incorporation: $125 + $10 tax on 200 no par value shares (minimum share tax) + optional $25-150 expedite fee
  • Incorporation: ~2-4 weeks. ~1 business day for $25 expedite fee. Same-day for $75 expedite fee, must be received by noon. ~2 hours for $150 expedite fee, must be received by 2:30pm. If you file an expedited request after the cut-off time, it will be returned to you; it will not be held for processing the next day.

How to Incorporate in New York

1 Choose a corporate structure

Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in New York".

Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in New York".

C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

2 Check Name Availability

The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:
New York Department of State name search
Name Reservation:
Optional
Suffix:
Shall contain the word "corporation", "incorporated" or "limited", or an abbreviation of one of such words; or, in the case of a foreign corporation, it shall, for use in this state, add at the end of its name one of such words or an abbreviation thereof. NY BSC §301
3 Appoint a Registered Agent

Identify the corporation’s New York registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4 File New York Articles of Incorporation

File the articles of incorporation to create your corporation.

Agency:New York Department of State - Division of Corporations, State Records and Uniform Commercial Code
Form:

Certificate of Incorporation

Instructions:

Forming a Business Corporation in New York

Filing method:

Mail, in-person, fax, or online

Agency fee:

$125 + $10 tax on 200 no par value shares (minimum share tax) + optional $25-150 expedite fee

Turnaround:

~2-4 weeks. ~1 business day for $25 expedite fee. Same-day for $75 expedite fee, must be received by noon. ~2 hours for $150 expedite fee, must be received by 2:30pm. If you file an expedited request after the cut-off time, it will be returned to you; it will not be held for processing the next day.

Law:

NY Code - Business Corporation Law

Notes:
  • If faxing, use the Credit Card Authorization form.
  • The NY Division of Corporations accepts check, money order or credit card.
  • The Department of State will issue an official filing receipt that contains the filing date, which is also the date of incorporation.
5 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, board and executive committee, if any, and shall keep at the office of the corporation in this state or at the office of its transfer agent or registrar in this state, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.
N.Y. BSC. LAW §624

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The corporation has the power "To adopt, amend or repeal by-laws... relating to the business of the corporation, the conduct of its affairs, its rights or powers or the rights or powers of its shareholders, directors or officers (N.Y. BSC. LAW §202). You will review and ratify the bylaws at your first board of directors meeting.

6 Appoint Initial Directors

The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

7 Hold Organizational Meeting

Hold the organizational meeting of the incorporators or initial directors in compliance with N.Y. BSC. LAW §404. You may hold the meeting in our outside of New York. If there are two or more incorporators, the meeting may be held at the call of any incorporator, who shall give at least five days' notice thereof by mail to each other incorporator, which notice shall set forth the time and place of the meeting. Keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Directors Officers
  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors, unless articles of incorporation fixes a different number. No less than one third.
  • As stated in the bylaws or as determined by the Board.
8 Issue Stock Certificates

The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Shareholders Annual Shareholder Meeting
  • Qualifications: N/A
  • Stock Certificate: Required.
  • Voting Trusts Allowed: Yes.
  • Required: Yes.
  • Action by written consent: Allowed if by all shareholders entitled to vote on the action.
9 Get a Federal Employer Identification Number (EIN)

Your corporation must obtain an EIN regardless of whether it will hire employees.

Submit to:
Internal Revenue Service
http://www.irs.gov/
Form:
IRS Form SS-4
Guidance:
IRS Pub 1635: Understanding Your EIN
Filing Method:
Mail, phone, fax, or apply online with the IRS
Fee:
$0
Turnaround:
Immediately online
Notes:
The IRS website is only available during certain hours. Print your EIN before closing your session.
10 Get New York State Tax Identification Numbers/Accounts

New York does NOT offer a consolidated state tax registration application. Register for individual tax accounts that apply.

Guidance:
Pub 20: New York State Tax Guide for New Businesses
Submit to:
NYS Department of Taxation and Finance
http://www.tax.ny.gov/"

If your organization conducts activities in New York City, register for city taxes with the The City of New York Finance Commissioner.

11 Consider Electing S-Corp Taxation

By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

  • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
  • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
12 Obtain Business Licenses & Permits

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

13 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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