Form a corporation in New York.

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Choosing a Corporation Name

Your New York State corporation’s name must be different from any other authorized business entity on file with the NY Secretary of State. This applies to entities formed in the state, as well as those originally formed elsewhere but authorized to conduct business in New York.

The corporation’s name must include “Incorporation,” “Incorporated,” or “Limited” (or an abbreviation thereof), but it can’t include language that might suggest or imply that the corporation has been formed for a purpose not permitted by law, or that it is a government agency, public corporation, school, or daycare center. It also must not contain the following words or phrases, their equivalents, or their abbreviations unless special permission is received from the state:

  • Acceptance
  • Annuity
  • Assurance
  • Bank
  • Benefit
  • Blind
  • Bond
  • Casualty
  • Community renewal
  • Doctor
  • Endowment
  • Fidelity
  • Finance
  • Guaranty
  • Handicapped
  • Indemnity
  • Insurance
  • Investment
  • Labor counsel
  • Lawyer
  • Loan
  • Medicine
  • Mortgage
  • Savings
  • Surety
  • Tenant relocation
  • Title
  • Trust
  • Underwriter
  • Union
  • Urban development
  • Urban relocation

You can apply to the New York Department of State’s Division of Corporations to “pre-clear” a proposed corporate name for $5. An unused corporate name can be reserved for up to 60 days for a $20 fee before filing for organization with the New York Secretary of State; this can be extended up to two times.

Articles of Incorporation

New York state law requires that a certificate of incorporation be filed with the New York Department of State; filing fees start at $135. The certificate of incorporation must also include information on the incorporators, directors, their eligibility requirements and addresses, the corporation’s registered agent, the NY county where the corporation’s office will be located, and the company’s duration (if it’s not meant to be perpetual).

It also must specify: the aggregate number of shares the corporation is authorized to issue; the par value of each share (or a statement that there is no par value); or, if applicable, the number of shares and par value of each class of shares and series along with their designations, a statement of their relative rights, preferences, and limitations. Additionally, the certificate should describe the authority vested in the board of directors to establish, designate, and make changes between series, if any.

Incorporators have the duty of signing and delivering the certificate of incorporation to the Department of State for filing, as well as adopting the corporation’s bylaws.

The certificate of incorporation may state the corporation’s business purpose, but it is not required to. The certificate of formation may also prescribe qualifications or prerequisites for organizers and directors, or those qualifications may be listed in the corporate bylaws.

State law also allows the certificate of formation to include language that formalizes additional requirements, such as rules for managing the business or otherwise regulating the corporation’s procedures.

Registered Agent and Office

New York corporations must have a registered agent in New York who is designated to receive official state administrative and legal correspondence. The agent must have the same business office address as the registered office and be either an individual living in the state or a business entity authorized to conduct business in New York. The registered office has to be more than just a mailbox or an answering service, but it does not have to be an actual corporation place of business.

Bylaws

A corporation is required to keep a copy of its bylaws at its main executive office, but is not required to file them with the state. At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. Bylaws describe the corporation’s basic managerial and legal operating principles, including information on:

  • Shareholders and directors meetings
  • The authority, number, and tenure of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders

Directors

The board of directors elects officers-president, one or more vice presidents, treasurer, secretary, etc.-in accordance with the corporation’s bylaws. An officer may hold more than one office in the corporation unless otherwise prohibited by law.

Officers may be appointed or elected by the board in compliance with the corporation’s bylaws, or elected by shareholders in compliance with the certificate of incorporation. Any officer may hold more than one office in the corporation. One person may hold all or any combination of offices when all of the issued and outstanding stock of the corporation is owned by this same person. The board may require any officer to provide security for the faithful performance of his or her duties.

Requiment Reports

New York corporations must file a report with the NY Secretary of State during the calendar month in which the corporation’s original certificate of incorporation was filed. This report must state the name and business address of its chief executive officer, the street address of the corporation’s principal executive office, and the post office address in or out of the state to which the NY Secretary of State may mail a copy of any process served against it.

Taxes

The New York corporate income tax, sometimes referred to as a “franchise tax,” is based on four separate calculations related to corporate income, payroll, and the value of subsidiary capital allocated to New York (New York net income is your entire federal net income with adjustments).

New York imposes a tax on domestic and foreign corporations for “exercising their corporate franchise”-for doing business, employing capital, owning or leasing property, or maintaining an office in New York State. If your corporation is organized for profit and carrying out any of the purposes of its organization, New York deems it to be “doing business” for purposes of the franchise tax. This is true for both “regular” C corporations as well as “S” corporations.

Learn more about incorporating in New York

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silver

$49

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Gold

$149

+ $125 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

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everything from
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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

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Commonly Asked Questions For Starting a New York Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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