The state of New York has approximately 1.5 million corporations. Combined, these businesses employ approximately 4 million people across the state. Therefore, 50% of the state’s workforce is employed by corporations.
The following step-by-step guide is a breakdown of what it entails to start a business corporation in the state of New York.
1. Select a name for your corporation
The first step in incorporating your business in the state of New York includes selecting a name that accurately represents your business. Additionally, your corporation name should be easy to pronounce and understand.
Conducting a name search to find out whether the name is available in the state is also recommended. Therefore, it’s a good idea to jot down one of two alternatives in the event the name is not available for registration in the state.
General corporate name guidelines
When selecting a name for your New York Corporation, you’ll need to follow a few naming guidelines:
- Your New York corporation name cannot contain restricted words such as university, bank, Academy, Cooperative, finance, union, or investment unless the state of New York grants special permission
- While your corporation name is not required to include a designation, you do have the option to include corporate indicators such as Incorporation, Inc., Corporation, Corp., company, Co, Inc, Ltd, PC, Limited and Professional Corporation. All abbreviations of these words must end with a period.
- Your corporation name cannot be too similar to any other New York business entity, domestic or foreign corporation name. This rule aims to avoid misrepresentation or fraud and is also a standard rule across all 50 states.
To learn more about business name entity regulations and rules, refer to the restricted or prohibited words and phrases provided by the New York Secretary of State as well as the New York Business Entity Database.
If you’d like to protect the name of your corporation, services, and goods at a national level, you may want to consider using a trademark.
The duration of a registered trademark is ten years. You’ll need to file the Application to Register a Trademark template or Form and then mail the completed application to the New York Department of State at the following address:
New York State Department of State
One Commerce Plaza
99 Washington Avenue,
Albany, NY 12231-0001
The name with which the state of New York recognizes your corporation is known as an entity name. It can protect your business name at the state level, and the state of New York requires you to register a legal entity name. Ultimately, this depends on your business structure.
DBA (Doing-business-as) name
A DBA name or doing-business-as a name is also an assumed, fictitious, or trade name. As per New York State law, every corporation is required to use its true legal name when conducting business. Therefore, if you’re looking to use a name other than your true legal name, you’ll have to register a DBA in New York.
To register a DBA, you’ll need to complete a Certificate of Assumed Name Form and mail it to the following address:
New York State Department of State Corporation
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
2. Nominate a registered agent
A registered agent needs to be designated for corporations in most states, and New York is no exception to the rule. A registered agent is often referred to as a resident or statutory agent and acts as the state of New York’s point of contact with the corporation.
Therefore, this individual is responsible for accepting official legal documents and service of process related to your corporation.
When selecting an individual to serve as your corporation’s registered agent, please note that they need to reside in the state of New York and also have a physical address in the state. P.O. box addresses are unfortunately not accepted.
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3. Appoint initial directors at the organizational meeting
Your corporation will need to hold its first board meeting. The Board of Directors must be present in order to fulfill the following tasks:
- Adopt bylaws
- Appoint officers
- Select a corporate bank account
- Authorize the issuance of shares of stock
- Adopt an official stock certificate form and corporate seal
- Set the corporation’s fiscal year
The corporation’s shareholders are normally in charge of appointing corporate directors for your corporation.
However, the incorporator will elect the initial directors for a new corporation unless there are initial directors named in the Certificate of Incorporation.
Additionally, owners of the corporation can be directors; however, directors need not be owners.
As per New York State law, you must appoint at least one director to oversee the New York Corporation. The corporate director is in charge of the amendment, repeal, and adoption of operational bylaws as well as the removal, supervision, and election of officers.
4. File Articles of Incorporation
The next step in the process of incorporating your corporation in the state of New York is filing Form DOS 1239 – Certificate of Incorporation. This document officially creates your New York Corporation. You may submit the form online, by mail, fax, or in-person to the NYS Department of State.
Your Certificate of Incorporation should contain important information about your Corporation, such as:
- Incorporator’s name and address
- Registered office address
- Corporate name and county in which its main office will reside
The Certificate of Incorporation or Certificate of Organization issued by the New York Department of State authorizes a specific number of shares or more accurately, 200 common shares without par value.
Therefore, if your corporation requires a multiple share structure or contains more than 200 common shares, then you should create your own Certificate of Incorporation.
5. Create and approve bylaws
Your New York corporation will need to create and approve corporate bylaws. The corporate bylaws are a detailed set of rules and regulations that the board of directors must agree upon once your corporation is created.
Ultimately, the bylaws specify the corporation’s internal management structure and procedures. They must be drafted by the corporation’s founder or directors.
Although they don’t need to be filed with the state of New York, they should be kept in a safe place for reference as and when needed.
Corporations in New York need to create bylaws to maintain consistency in the way it operates. Bylaws also help avoid conflicts and disputes within the organization.
Some of the aspects that corporate bylaws need to cover include:
- Procedure for holding meetings
- Procedure for electing directors
- Officer roster and summary of duties
Additionally, corporate bylaws lay out the details of annual meetings, ownership rights, and the election or removal of directors and officers.
6. Select a share structure
Stock represents ownership in your corporation. In other words, when your shareholders buy stock, they’re basically purchasing a small piece of your business or corporation. Although it’s not a legal requirement, most corporations will issue paper stock certificates to their shareholders.
Unless your corporation is publicly traded on the stock market, you may set the value to each stock at your discretion in your corporate bylaws.
For example, one share could be worth as little as $10 or as much as $10,000. For more information and further reading on the issuance of shares of stock, refer to the New York Department of Financial Services.
7. Obtain an EIN
An Employer Identification Number, also known as a Federal Tax ID or EIN, is a nine-digit code issued by the Internal Revenue Service to identify businesses in each state. Applying for an EIN is probably one of the last steps you have to undertake when setting up your Corporation.
To apply for an Employer Identification Number, you need to submit a few details, including your legal business name and mailing address.
Applying for your EIN is completely free of charge, so there’s no filing fee. You may register online by completing IRS Form SS-4 and then filing it with the Internal Revenue Service to obtain your EIN immediately.
8. File New York state taxes
New York corporations are required by law to pay franchise taxes and submit franchise tax reports irrespective of whether the corporation is conducting business or losing money.
The requirements for franchise tax start from the date the corporation exists and carry on until such a time that the New York Secretary of State legally dissolves the corporation.
Additionally, the following taxes are payable by all New York corporations irrespective of whether you have formed as a C corporation or opted to elect an S corporation:
- Estimated taxes: All New York corporations will need to pay estimated taxes based on the amount of income or profit they expect to make. The most common types of estimated tax include New York State tax, federal self-employment tax, and federal income tax. These taxes are payable four times a year.
- Corporation employee taxes and insurance: New York corporations that hire employees must pay unemployment tax and employee compensation insurance. Refer to the New York State Department of Labor website for more information on this.
- New York State sales and use tax: If your New York corporation plans on selling products and services in the state, then state sales tax is payable. Refer to the New York State Department of Taxation and Finance website for more information on this.
- State income tax: Anyone who earns an income from your corporation is liable for state income tax. Further reading and guidance regarding this are available on the New York State Department of Taxation and Finance website.
- Payroll tax: Employer payroll tax is due to the IRS on salaries paid to employees.
9. New York business licenses and permits
Based on the city or county where your corporation is located and what type of business you’re conducting, various business licenses and permits may be required before starting a corporation. Some common registration requirements include:
- Professional licensing – Certain professions like barbers, cosmetologists, home inspectors, and athletic trainers in New York require occupational licenses prior to offering their services. This is not a license on the business; however, this licensing requirement is needed in order to operate.
- Sales Tax Certificate of Authority – If your corporation is going to be selling products and specific services, you’ll need to register for the Sales Tax Certificate of Authority with the New York Business Express website.
- Business licenses – There is no general business license in the state of New York; however, based on the city of your corporation, you may require a business license to operate.
10. Annual report requirements in New York
Biennial statements are a form of business entity filing required by corporations and limited liability companies. Some states require these reports to be filed annually, while New York State requires them to be filed every two years.
This report allows the state to keep up-to-date with your corporation’s important information.
The biennial statement is due before the calendar month you created the corporation. For example, if you formed your corporation on December 3rd, 2021, the first biennial report is due November 1st, 2023.
11. Costs of starting a corporation in New York
The following costs and filing fees are applicable to all New York corporations:
- Name reservation: $20
- DBA name: $25
- Certified copies of DBA: $10
- Certificate of Incorporation: $125 + $10 tax on 200 no par value shares (minimum share tax) + optional $25-150 expedite fee
- Biennial statement: $9
- New York Certificate of Good Standing: $25
Next steps after forming a corporation
You’ve recently started your corporation, and congratulations are in order. However, it is only the beginning, and now you’ve got to maintain your corporate status to remain in good standing.
Here are some helpful tips to follow throughout the year.
Maintain detailed financial records
In order to record business transactions and maintain financial corporate records for the purposes of corporate tax returns, corporations are advised to use a double-entry bookkeeping system. This is the accepted standard method for recording all approved financial transactions of incorporation.
The double-entry accounting system ensures that the corporation’s financial activities are recorded in two accounts: a credit and a debit. Additionally, these accounts also document any changes in the corporation’s monetary values.
Separate the corporation from its owners
All documentation signed by directors, officers, and owners must be signed in the name of the corporation and not in their personal capacity. This includes banking activities such as loans, checking accounts, and other banking procedures.
If company documents are signed under the personal capacity of owners, the individuals become personally liable for the financial obligations. Therefore signing under the corporation status provides personal liability protection. Additionally, leases and contracts must be handled in the same way.
Hold directors’ and shareholders’ meetings
As per law, a corporation is required to conduct yearly shareholders’ meetings and directors’ meetings where business ventures are discussed and reviewed.
During these meetings, stock owners of the corporation are entitled to remove or elect directors, approve the sale of mergers and corporate assets, amend the Articles of Incorporation and bylaws and dissolve or terminate the corporation.
Document directors’ and shareholders’ corporate decisions
As per state law, businesses are required to hold meetings and also document and take minutes of each meeting, thereby recording decisions taken by directors and shareholders.
Making a note of these situations ensures that an owner’s or shareholders’ limited liability status is maintained and protected if ever audited by the IRS or questioned by creditors.
You should also check with your state to ensure that your new business has the relevant business licenses to operate legally in the state.
The primary difference between corporations and LLCs is that shareholders own corporations while one or more individuals own LLCs. Additionally, when compared to LLCs, corporations contain more rigid and standardized operating structures and require more record-keeping and reporting requirements.
In order to look up a corporation or business entity in New York, simply go to the New York Secretary of State website. Additionally, the Secretary of State website will include information regarding the corporation’s good standing and whether they have filed annual reports, etc.
One of the first reasons to start a corporation in New York is that it is one of the most business-friendly states in the United States. Additionally, the Start-Up NY program allows new businesses the privilege of operating tax-free if they are located near or on certain universities in the United States.
LLCs are hybrids combining corporation-style limited liability with partnership-style flexibility. Ultimately, this is a flexible structure allowing business owners to shape the LLC to fit the company’s needs. LLC owners are referred to as members rather than partners or shareholders.
New corporations are legal business entities that are separate and distinct from their owners. Corporations are entitled to many of the responsibilities and rights of individuals under the law. Therefore, New York corporations may enter into contracts, loan and borrow money, and hire employees.