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Why Start an NYS Corporation?

The state offers a range of business incentives, giving businesses in New York a competitive edge. Your corporation may be able to take advantage of these incentives, provided it meets qualifying criteria.

For example, the Excelsior Jobs Program provides tax credits to approved businesses that meet and maintain established job and investment thresholds outlined by the program. Companies may qualify for five fully refundable tax credits.

For most entrepreneurs looking to start a larger business, NYS incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.

Is an LLC Better Than a Corporation?

It all depends on your goals. For smaller businesses, limited liability companies are usually a better option. An LLC are easier to set up and receive many of the same benefits as corporations, but with less regulation.

Learn more about forming a New York LLC so you can decide which business entity is right for you.

Benefits of Forming a New York C Corporation

  • The strongest form of liability protection possible by insulating your personal assets and finances from business debts, obligations, damages, bankruptcy or other liabilities
  • Several options to create, buy, sell or transfer stock, including publicly
  • The ability to issue more than one type of stock
  • The ability to raise more funds by issuing more stock
  • The ability to sell stock to investors inside and outside the U.S.

Benefits of Forming a New York S Corporation

It offers several advantages similar to those provided by a C Corp including, but not limited to:

  • Options for creating, transferring and selling stock, though not as many as a C Corp
  • The capacity for up to 100 shareholders
  • Simpler rules than those that apply to C Corporations
  • Easy transfer of ownership simply by selling your stock
  • The possibility of saving money by allowing you to pay less self-employment tax

In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Department of State in New York.

Start a Business in New York Checklist

To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.

 

How to Form an NYS Corporation Yourself in 6 Steps

1

Choose a Unique Business Name and Complete a State Business Search

Every New York business must have a unique name that hasn't already been claimed by another business in the state. If you’re having trouble coming up with a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the New York Corporation Names page.

Once you’ve chosen a name, you’ll need to make sure it’s available in New York. To see whether another company in the state is using your desired business name, use our tool to do a New York entity search.

You can also carry out a name search on the state's website. 

We can check New York corporation name availability for you

2

Provide an Official Business Address for your Corporation

All NYS corporations must have a designated address. It could be your residence address (if you’re running the company from your home), a building where your office is located or any physical address of your choice. The address can be outside the state of New York and can be a P.O. Box.

You may also be able to use a virtual mailbox for your business address. Incfile can provide you with a New York virtual mailbox where we'll receive your mail and scan it for your online review. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.

3

Assign a Registered Agent

Someone who receives official correspondence and is responsible for filing reports with the New York Department of State is known as a Registered Agent. Every New York corporation is required to have a Registered Agent.

You can fill this position, assign another manager in your business or use a Registered Agent service. If your Registered Agent in New York is a person, they must have a physical street address in New York and must be present during business hours to receive important documents on behalf of your company. You'll appoint your Registered Agent when you file your Certificate of Incorporation with the Department of State and formally create your corporation.

All of Incfile’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.

4

File Your Certificate of Incorporation with the New York Department of State

Once you've gathered all the information for your corporation, you’ll need to file a form with the Department of State to create your Certificate of Incorporation. This will officially create your business.

Here’s what is typically included:

  • Your business name and type
  • Your corporation's purpose, which by default is "the purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law"
  • The county in the state of New York in which the corporation is to be located
  • The corporation’s capital structure (number of shares to be issued)
  • Registered Agent's name and address
  • The filer's name and address

Your Certificate of Incorporation can be filed online via the state's digital portal. You can also mail the form to the Office of the Department of State, or Incfile can file it on your behalf. The NYS Corporation filing fee is $125.

File by Mail

New York Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231

You only need to file your Certificate of Incorporation in New York once, but every two years after, you'll also need to file a biennial report with the Department of State in NY. Incfile can remind you about this every two years, or we can do it for you if you have us handle the paperwork.

Let Incfile Handle All the NYS Incorporation Paperwork for You for $0 + the State Fee

What are the fees and requirements to incorporate in New York?

State Fee State Filing Time Expedited Filing Time
$130* 3 Weeks 1 Business Day **
State Fee $130*
State Filing Time 3 Weeks
Expedited Filing Time 1 Business Day **

*includes $5 paper copy fee

**24 hours ($25), same day ($75), or 2 hours ($150)

Annual Report

Frequency

Biennially

Due Date

During anniversary month of incorporation.

Filing Fee

$9

5

Get an Employer Identification Number (EIN) from the Internal Revenue Service

You'll need an EIN to identify your business to the IRS. You use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the NYS corporation creation process.

6

Write Bylaws

A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.

Some states legally require companies to create bylaws, and the state of New York is one of them. You don't need to file your bylaws with the Department of State, but keep them with your other business records.

It's always a good idea to write and follow bylaws to protect your business from any future changes and events.

Types of NYS Corporations

C Corporation

When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.

A New York C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.

Learn more about C Corporations.

S Corporation

Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.

The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.

If you want your New York C Corporation to be treated as a New York S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.

Consult with your tax advisor or accountant to determine whether this is your best option.

Learn more about S Corporations.

Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.

Professional Corporation

Some states, including New York, allow certain occupations to form Professional Corporations. New York corporation law, known in the state as Business Corporation (BSC) law, Article 15, § 1501 defines a Professional Corporation in New York as:

"... a corporation that includes any practice as an attorney and counselor-at-law, or as a licensed physician, and those occupations designated in title eight of the education law for the sole and specific purpose of rendering a professional service. ‘Professional service’ is defined as any type of service to the public which may be lawfully rendered by a member of a profession within the purview of his or her profession."

BSC Article 15, § 1501 also specifies a few of the professions permitted to form a Professional Corporation in New York, which include, but may not be limited to:

  • Attorneys and counselors-at-law
  • Licensed physicians
  • Engineers
  • Architects

Check with the Department of State to confirm whether your business should and can be a Professional Corporation.

Foreign Corporation

If your business operates in another state and you want to expand into New York — or vice versa — you’ll need to form a Foreign Corporation.

Learn more about New York Foreign Corporation registration."

Nonprofit Corporation

Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.

A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.

Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.

Limited Liability Company

Depending on the kind of business you want to start, or your personal circumstances and goals, an LLC may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.

A New York LLC is usually a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.

Regardless of which direction you decide to go, we can help you with your New York business registration.

Learn more about limited liability companies.

Sole Proprietorship or Partnership

These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).

Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.

Compare business entity types to decide which one is best for you.

Helpful Resources from the State of New York

More Information in This Guide

You’ll find more insight and guidance on the other pages of this guide,
including:

New York Corporation Names

How to search the state business registry and find the right name. Includes information on naming rules, assumed names, reserving names for NYS corporations and more.

New York Registered Agents

How to appoint, change and search for Registered Agents. Also includes the duties they fulfill and the rules they’re required to follow.

New York Incorporation Fees and Requirements

Details the various fees you’ll need to pay and the state and federal requirements you’ll need to meet. Includes details about Employer Identification Numbers (EINs), state and federal business licenses, public information reports and more.

New York Corporation Taxes

Covers the various taxes you’ll have to pay to the state and federal governments. Includes details about state taxes such as sales and franchise, and federal taxes such as income and self-employment.

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