New York Corporation
Everything You Need to Know About New York Corporations:
New York Incorporation Options
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How to Incorporate in New York
To start a corporation in New York, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file a Certificate of Incorporation with the Division of Corporations, State Records and Uniform Commercial Code. You can file this document online or by mail. The certificate costs $125 to file. Once filed with the state, this document formally creates your New York corporation.
Per NY Bus Corp L § 305 (2019), the state automatically designates the Secretary of State as your registered agent or “agent for service of process”. While this meets the minimum legal requirement for appointing a registered agent in New York, it’s not ideal. With every incorporated business in the state as it’s client, the Secretary of State ends up processing mountains of documents each year and can move slowly. You should be the first to know of any legal issues, and you should be able to get your notifications ASAP. That’s why Northwest Registered Agent LLC offers real time document scans. As our client, you’re our priority—not just a number.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit https://www.dos.ny.gov/corps/bus_entity_search.html and search until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your New York Certificate of Incorporation. Follow along with our filing instructions below:
Filing the New York Certificate of Incorporation
Learn more about each Certificate of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your New York business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Corporate Name
You must include “Corporation,” “Incorporated,” “Limited” or an abbreviation for one of these words. Most corporations keep it short and sweet with “Corp” or “Inc.” Note also that New York has a long list of restricted words for business names. For example, to use the word “exchange” requires permissions from the Attorney General.
The state form already includes a general corporate purpose, so most corporations can skip this section. If your corporation is created for health or educational purposes, however, you’ll need to get the consent or approval from the appropriate state department and include a more specific purpose.
3. New York County Location
List the county in the state where your corporation is located.
4. Authorized Shares
The standard form authorizes 200 shares of stock at no par value. You can edit the number of shares if you’d like to authorize a different number, but you must authorize at least one. You can also include par value if you’d prefer—but be aware that in New York, shares with a stated par value can’t be issued or sold at a lower value.
5. Registered Agent and Office
The New York Secretary of State is automatically designated as an agent for your corporation. However, you can (and should) list an additional address where copies of legal notifications can be sent, so you can know of any legal issues right away. Tip: Hire Northwest as your New York registered agent, and get loads of benefits, including same-day document scans.
6. New York Incorporator
An incorporator is the person who signs your Certificate of Incorporation. You must have at least one incorporator, but it doesn’t have to be a director or officer—just someone you authorize to submit your Certificate. Incorporators must include their names and addresses. Tip: We’ll be your incorporator when you hire us to form your New York corporation.
Why Have a Registered Agent Form Your New York Corporation?
Professionals in New York hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Albany, NY. We’re on a first name basis with the people who work in the Division of Corporations. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Albany registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Brooklyn, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in New York. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My New York Corporation Is Formed?
After your New York Certificate of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my New York corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws (or “by-laws” as used in the New York State Statutes) are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Do I need bylaws for my New York corporation?
Yes. NY Bus Corp L § 601 (2019) states that an organizational meeting of the incorporators shall be held and that in that meeting bylaws shall be adopted.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
NY Bus Corp L § 601 (2019) states that New York bylaws can make any other provision as well, assuming additions are in accordance with state law.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your New York corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for New York organizational meetings?
You’re required to give a minimum of five days notice before holding the meeting. Attendees can, however, waive their required notice in writing. The meeting doesn’t have to be held in New York.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my New York corporation?
To open a corporate bank account in New York, you’ll need to bring the following with you to the bank:
A copy of the New York corporation’s Certificate of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File New York Reports & Taxes
In New York, corporations file a biennial report every other year. In addition, the state has a corporate franchise tax (in lieu of a corporate income tax).
What is the New York Biennial Report?
The New York Biennial Report is a form you file every other year to update your ownership and contact information with the state. The filing fee is $9. If you forget to file (which is easy to do since the report is only due every couple years), your business status will be changed to “delinquent.”
Northwest can help ensure you stay in compliance with the state. When you hire us as your registered agent, we’ll send you reminders to file your report. If you’d rather not worry about the report at all, you can even hire us to submit your Biennial Report on behalf of your corporation.
How much is the New York Biennial Report?
The filing fee for your biennial report is $9, but if you forget, the state will change the status of your corporation to “delinquent.” If your corporation remains delinquent for two years, the state can dissolve your business.
When is the New York Biennial Report due?
The filing is due by the end of your corporation’s anniversary month (the month in which you filed your Certificate of Incorporation).
What should I know about New York corporate taxes?
Instead of a standard corporate net income tax, New York has a corporate franchise tax. Your tax base is one of the following (whichever yields the highest tax):
business income (6.5%)
business capital (0.025%)
fixed dollar minimum of NY receipts (for example, $25 for up to $100K in receipts and $75 for $100,001-250,000).
These rates apply to most corporations, but there are lower rates for qualified New York manufacturers and emerging technology companies.
Some corporations also have to pay a Metropolitan Transportation Business Tax. This tax surcharge is added onto your franchise tax if you operate in one of the following counties: New York, Bronx, Kings, Queens, Richmond, Rockland, Nassau, Suffolk, Orange, Putnam, Dutchess or Westchester.
Have an S corporation? S corps don’t pay the surcharge, but they are subject to the franchise tax. However, they only have one tax base—New York receipts. So, a typical S corp with under $100K in state receipts will pay a $25 franchise tax. Also, note that a federal S election isn’t sufficient for S corp tax status in New York—you’ll also have to fill out S election Form CT-6 with the state’s Department of Taxation and Finance.
The state sales tax rate is fairly low at 4%, but customers can easily pay double that amount or more, thanks to local sales taxes. For instance, the total sales tax rate is 8.75% in Buffalo and 8% in NYC, Rochester and Syracuse.
Do corporations have to register with the NY Department of Taxation and Finance?
Yes, if you sell taxable tangible personal property or taxable services in New York, you’re required to register with the New York Department of Taxation and Finance. You can register via New York Business Express or by filing a Certificate of Authority to Collect Sales Tax. You’ll need a bank account before you can register.
New York Corporation FAQs
How can I submit the New York Certificate of Incorporation?
You can file your New York certificate online or by mail. Mailed filings must be submitted (typed or printed in black ink) to the following address:
New York State
Department of State
Division of Corporations, State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave.
Albany, NY 12231-0001
How much does it cost to start a New York corporation?
The Certificate of Formation costs $125 to file. Filing by mail and need it expedited? Pay $150 extra for 2-hour processing and $25 for 24-hour processing.
Hire us for a one-time fee of $350, including the state filing fees, a year of registered agent service, a business address and more. Or, pay just $44 out the door with our VIP monthly payment option.
How long does it take to start a New York corporation?
Filing online processes instantly. Mailed-in certificates can take a month or more to process, though there are expediting options. Pay an extra $150 to have your mailed in certificate processed in 2 hours or $25 extra to have it processed in 24 hours.
If you hire Northwest to start your corporation, we file online and typically have your corporation approved within a day.
Does a New York corporation need a business license?
New York doesn’t require a general business license. However, local areas often have their own licensing requirements. For instance, NYC and Buffalo both license dozens of specific business activities, from arcades to tow trucks.
Also note that professional corporations will need to include a Certificate of Authority from the state Education Department’s Division of Professional Licensing Services with their formation paperwork. (Attorneys must include a Certificate of Good Standing from their Appellate Division.) To learn how to apply for these certificates, see our page on New York Professional Service Corporations.
What is a foreign New York corporation?
A corporation formed outside of New York—but which conducts business in the state—is considered a foreign New York corporation. For example, if you incorporated in Connecticut but decide to open a storefront in New York, you would be a foreign New York corporation. This also means you would need to register with the state by filing an Application for Authority with the New York Department of State ($225). Foreign corporations are required to file the New York Biennial Report every other year as well.
How to Order New York Incorporation Service
Our New York incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $44 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your New York Certificate of Incorporation to the Division of Corporations. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the New York Division of Corporations has approved your filing, we notify you that your New York corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.