New York Corporation Formation

Each state has different requirements for forming a corporation. Whether you are forming a corporation for a new business or an existing business you'll want to understand the New York incorporation requirements.

How to start a corporation in New York

Starting a new business comes with a variety of challenges. The following highlights some of the critical steps needed to keep your business compliant if you decide to form a New York corporation. For more information on forming a corporation, view our webinar “What You Need to Know When Deciding Whether to Register Your Small Business”.

Decide on a name for your corporation

Naming your corporation is an important step that needs to be considered carefully. There are many business and compliance requirements to weigh when making the final decision on your corporation’s name.

Your corporation’s name cannot be the same as the name of other corporations, limited liability companies, or limited partnerships already on file with the New York Department of State.  Certain other words and phrases are restricted or require the consent or approval of another state agency. Read our article for more tips on naming your business.

BizFilings offers a free state name check to help you check the availability of your desired corporation name and we can help you reserve your name when you’ve made your decision.

Determine shares of stock

Each state requires as part of the incorporation process for the corporation to indicate how many and what classes of shares will be authorized. New York requires a statement of the number of authorized shares and whether the shares are with par value or without par value. This is often a discussion businesses have their attorney or accountant prior to deciding on the number and classes of shares. The shares of stock can impact tax or legal compliance considerations down the road.

Select your registered agent

A registered agent (also often referred to as an agent for service of process) is a person or business you appoint to receive and forward to you important legal and tax information. New York requires corporations to appoint the New York Secretary of State as its agent for service of process and provide an address to which the Secretary of State may send a copy of process received. Corporations may also appoint a registered agent in addition to the Secretary of State. BizFilings includes this service in all incorporation packages.

Prepare and file with New York

Incorporating your business in New York requires you to file one copy of the Certificate of Incorporation with the New York State Department of State. The Certificate of Incorporation requires the corporation to indicate its purposes. If the corporation will not engage in any activity that requires consent from a state agency, then an all-purpose clause can be used. The Certificate of Incorporation is signed by the incorporator or incorporators.  The documents filed with the Department of State after incorporation must be executed by an officer, director, attorney-in-fact, or other duly authorized person.

Obtain a federal employer identification number

A Federal Employer Identification Number (EIN or Tax ID) is an IRS identification number used for businesses. The most common comparison is to an individual’s Social Security Number. The EIN must be obtained by corporations to be used when filing taxes. However, it is also often used for other important business activities, such as opening a business bank account, obtaining a loan, or paying invoices. Check out our article on Federal EIN for more information.

Meet your license and permit requirements

Your corporation may be required to obtain licenses and permits before it can legally operate in New York. There are many factors that go into determining which licenses and permits at the federal, state, and local levels are required for your business. For example, if you plan to hire employees, you may need a payroll tax registration and depending on where they are based that could have implications as well. Read our article “Understanding business licenses” for more information.

Cost to incorporate in New York

At BizFilings, we clearly outline our fees and the state fees to form a New York corporation. View our pricing to incorporate as a C corporation or S corporation to plainly see:

• BizFilings’ package prices. BizFilings offers three incorporation service packages from which you can choose.
• State fee for standard turn-around. Our pricing clearly shows the state fee to incorporate in New York with standard turn-around.
• Expedited turn-around. You will see the BizFilings and state fee, if any, for expedited turn-around.
• Certified copy. Our pricing also clearly displays the BizFilings and state fee, if any, for issuing a Certified Copy of the Articles of Incorporation.

New York Corporate Name

The name must contain the word "Corporation," "Incorporated," "Limited" or an abbreviation thereof. All abbreviations must end with a period. Accent marks cannot be used in the name. The name may not be the same as or so similar or confusing to that of any domestic or authorized foreign corporation or reserved name. The name may not contain any word or phrase indicating the corporation is formed for any purpose other than that included in its Certificate of Incorporation. The use of certain enumerated words and abbreviations pertaining to banking, insurance and various professions is prohibited or restricted.

Director information

The following are New York’s requirements for directors of corporations:

• Minimum number. Corporations must have one or more directors.
• Residence requirements. New York does not have a provision specifying where directors must reside.
• Age requirements. Directors must be at least 18 years old.
• Inclusion in the Certificate of Incorporation. Director names and addresses are not required to be listed in the Certificate of Incorporation.

Requirements for the Certificate of Incorporation

The document required to form a corporation in New York is called the Certificate of Incorporation. The information required in the formation document varies by state. New York's requirements include:

• Officers. Officer names and addresses are not required to be listed in the Certificate of Incorporation.
• Stock. Authorized shares and par value must be listed in the Certificate of Incorporation. An increase in the number of shares or par value can affect initial filing fees.
• Registered agent. Listing the name and address of a registered agent is optional in New York. Corporations must, however, include the address to which legal documents, such as Service of Process, should be sent. The registered agent or person at the Service of Process address must be available during normal business hours.

Professional services businesses

New York allows professionals, such as accountants, attorneys and physicians, to form a professional corporation (PC).

After forming a corporation, you must undertake certain steps on an ongoing basis to keep your business in compliance. These steps are also important in preserving the limited liability a corporation provides its owners. This guide outlines the ongoing requirements for New York corporations.

New York corporate records

New York corporations must keep the following items with their corporate records at the principal place of business in New York or with the transfer/registered agent:

• Complete books and records of account
• Minutes of shareholder, director and executive committee (if any) meetings
• A list of the names and addresses of all shareholders, the number and class of shares held by each, and the date each became a shareholder

New York corporate taxes and fees

The following are taxation requirements and ongoing fees for New York corporations:

• Biennial report. New York requires corporations to file a biennial (every two years) report during the anniversary month of the incorporation. The filing fee is $9.
• Taxes. For complete details on state taxes for New York corporations, visit Business Owner's Toolkit or the State of New York .
• Federal tax identification number (EIN). An EIN is required for corporations that will have employees. Additionally, most banks require an EIN in order to open a business bank account.
• State tax identification number. New York does not require a state tax identification number.

New York business licenses

Business licenses and/or permits are required for most businesses. The BizFilings Business License Application Package can help you stay on top of these requirements.

S corporation election

New York does not recognize the federal S corporation election and does require a state-level S corporation election.

Additional New York information

View the following additional resources BizFilings has for forming and maintaining companies in New York:

• New York LLC Formation