New York 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.

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.

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.

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.

The filing is due by the end of your corporation’s anniversary month (the month in which you filed your Certificate of Incorporation).

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.

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.

The Certificate of Formation costs $125 to file. Processing 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.

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.

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.

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.

It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.