How Much Does It Cost to Form an NY Corporation?
Legal business registration — and keeping your business in good standing — involves necessary expenses and investment. Some of these costs are payable to the NY Dept of State, while others are due to additional state entities or the federal government. Here are some common requirements and fees.
Please note that fees for a State of New York business license or permit may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial New York Corporation Filing Fees
When starting a business in New York State, you’ll need to file a form and pay a filing fee. Here are the current New York corporation filing fees and times:
When you use Incfile to register a business in New York, we charge you the state filing fee and forward it to the Department of State when we file your incorporation paperwork.
Employer Identification Number
Every corporation in the country should have a unique EIN (Employer Identification Number) from the Internal Revenue Service. You'll use it when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Incfile can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign Corporation.
New York Foreign Corporation Registration
Before you can bring an arm of your business from another state into New York, you must request New York Foreign Qualification. This means the state gives you permission to conduct business there.
To request registration of a New York Foreign Corporation, you must complete an Application for Authority and pay a processing fee of $225. The state may have additional registration requirements, so contact the New York State Department of State Division of Corporations directly for more information and to ensure you're in compliance with NY corporation law.
Foreign Qualification to Operate in Another State
If you plan to expand your New York corporation into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is necessary before you can create a physical presence, hire employees or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Incfile provides a complete Foreign Qualification service for all states.
New York Annual Report Requirements
Most states require business entities to file an annual (or other periodic) report. New York requires a biennial report to be filed every two years with the NY Dept of State.
When you complete your biennial report you may file it online accompanied with a filing fee of $9.
During anniversary month of incorporation.
State of New York Business License and Permit Requirements
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your corporation. Some of the fees will only need to be paid once, while others may be ongoing charges.
Permits and licenses vary based on:
You are required to have New York corporation bylaws if you form a corporation in the state. You don't need to file them with the New York State Department of State Division of Corporations, but make sure you have them with your documents and by all means, continue to follow them.
This document outlines rules for carrying out tasks related to managing your corporation including, but not limited to:
- The number of directors the corporation has
- How they'll be elected, their qualifications and the lengths of their terms
- When, where and how your board of directors can call and conduct meetings
- Voting requirements
The bylaws must then be adopted (and amended, if necessary) by the board of directors and shareholders.
Drafting a set of bylaws can be extremely helpful in making sure you’re organized and can help protect your business from any future changes and events that may affect your business.
Other NYS Corporation Filing Requirements and Fees
The State of New York requires you to complete a few more tasks before you can begin conducting business.
Appoint a Director
Some states require corporations to appoint a full board of directors. NY corporation law requires all corporations to have at least one director.
In New York, the board of directors may elect officers, such as the president, vice president, secretary, treasurer, etc.
Issue Stock to Shareholders
To raise business capital and keep it separate from company owners' money, every New York corporation must sell stock to its shareholders. The Certificate of Incorporation must authorize the sale of at least one class of share, and the corporation cannot sell more shares than are authorized.
Hold Annual General Meetings
This is one area where New York differs from other states. You may hold annual meetings, and it's generally a good idea to do so. But should you decide not to, New York BSC Article 6, § 602 states, "A failure to hold the annual meeting on the date so fixed or to elect a sufficient number of directors to conduct the business of the corporation shall not work a forfeiture or give cause for dissolution of the corporation."
Get an Assumed Name or DBA
If you want to register a New York DBA (assumed name), you must file a form with the Department of State and pay a filing fee of $25. You will also need to pay an additional filing fee for the county that your corporation is located in. Depending on which county it is, you may pay an additional $25 or $100.
Change the Registered Agent
If your corporation is based in New York, then you must have a Registered Agent in the state. You'll need to appoint one when you file your Certificate of Incorporation. You can also change to a new Registered Agent later by filing a form and paying a fee of $30.
Reserving a Name for Your Corporation
If you're not quite ready to start your business, you can reserve a name for 60 days with the Department of State by filing a form and paying a fee of $20. First, conduct a NYS corporation search and learn the state's business naming rules to ensure you choose a name that meets legal requirements.
Amending Facts About Your Corporation
When you incorporate, the New York business forms you fill out include certain facts about your business at that time. Through the years, some or all of this information may change. If it does, you'll need to file a Certificate of Amendment with the Department of State along with a filing fee of $60. You can do this yourself or Incfile can do it for you.
You'll need to file a Certificate of Amendment when you:
- Change the company's name
- Add, remove or change a director
- Change the Registered Agent
- Change the number of shares your corporation is authorized to issue
- Change any other facet of your business that was listed on the original Certificate of Incorporation
Get a Certificate of Good Standing
Some organizations may request that you prove your corporation's compliance with laws and tax requirements. In most states, this proof is provided with a Certificate of Good Standing. In this state, it's an NYS Certificate of Status or an NYS Certificate of Existence.
If you need to prove you have met your commitments, you’ll need to request an NYS Certificate of Status from the Department of State. You can do this by submitting a written request to the NY Dept of State and paying a filing fee of $25. You can mail it to the following address:
File by Mail
New York State Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
Or fax it to the Division of Corporations: (518) 473-1654
Your written request must include:
The information listed above details many of the fees a standard corporation will be required to pay in New York. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your corporation will also probably need to pay federal, state, self-employment (if it's an S Corp) and other taxes. You'll find more information on the New York taxes page.