Step 4: File incorporation paperwork with the State of New York
To officially create a corporation in New York, a Certificate of Incorporation must be filed with the New York Department of State. (In other states, this formation document is often referred to as Articles of Incorporation.)
New York State (NYS) Certificate of Incorporation requirements;
- Corporation name
- Purpose of the corporation*
- County in New York where the office of the corporation will be located
- Number of authorized shares and the par value of the shares, or that the shares are without par value
- If the shares are to be divided into classes, additional information about each class is required
- Designation of the Secretary of State as agent of the corporation upon whom process against it may be served and the address within or without New York to which the Secretary of State will mail a copy of any process served on it
- (Optional) The name and address of the registered agent which is to be the agent of the corporation upon whom process against it may be served
- Incorporator name and address
- Filer name and address
* For most corporations, the following all purpose clause is sufficient “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 corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.” However, certain corporate purposes require the approval of another state agency, and that agency may require that specific purpose to be stated in the Certificate of Incorporation.
If the corporation will be engaging in a purpose that requires the consent or approval of another state agency, it may need to also attach a document indicating the consent or approval of that state agency.
Step 5: Hold an organizational meeting
After forming a corporation, you must observe certain corporate formalities (such as having annual directors’ and shareholders’ meetings and more) to preserve the limited liability a corporation provides its owners.
The initial organizational meeting must be held once the corporation is in existence in order to adopt by-laws, elect directors, and complete other tasks. A sample of the actions required to complete the organization include -
- Appointing directors (if initial directors were not named in the Articles of Incorporation)
- Adopting corporate bylaws
- Electing officers
- Issuing stock
- Selecting a corporate bank
- Setting the organization’s fiscal year
- Setting up a corporate records book
Step 6: Preparing corporate bylaws
Corporate bylaws set out the basic rules for how the business and affairs of the corporation will be conducted. This governing document is not filed with the state, but it is a requirement for New York corporations.
Bylaws generally cover areas of internal management, including the roles of directors and officers and the holding of shareholders’ and directors’ meetings. Bylaws may contain any provision not inconsistent with law or the Certificate of Incorporation.
Step 7: Issue shares of stock
Stock refers to the overall ownership in a corporation, while shares represent units or a percentage of that ownership. This is why the owners of a corporation are referred to as shareholders.
A corporation may issue any amount of shares up to the authorized amount set forth in the Articles of Incorporation. To increase the authorized amount requires filing a Certificate of Amendment with the Department of State.
Step 8: Get an EIN
A federal employer identification number, or EIN, is an IRS-issued identification number for businesses. This number is also commonly referred to as a FEIN or federal tax ID number. All corporations are required by federal tax law to obtain an EIN.
An EIN is used for tax filings, as well as for other important business activities, such as opening a business bank account, obtaining a loan, or paying invoices. Check out our article on federal EINs for more information.
Step 9: Select a tax election (S corporations)
In order for a corporation to become an S corporation, it will need to meet eligibility requirements and file Form 2553 (Election by a Small Business Corporation) with the IRS.
Note that an S corporation is not a separate business structure, but an IRS tax classification. By default, a corporation is taxed by the IRS as a C corporation.
Read What is an S Corp for information on the difference between taxation under Subchapter S of the Internal Revenue Code and Subchapter C, eligibility requirements for filing, and information on maintaining tax status under Subchapter S.
Note regarding New York S election: An S corporation is not automatically treated as a New York S corporation for state tax purposes. Even if the corporation has elected to be treated as an S corporation by the IRS, the NYS Department of Taxation and Finance must first approve the filing of Form CT-6 (Election by a Federal S Corporation to be Treated as a New York S Corporation) in order for the corporation to be taxed as a New York S corporation. See “What are New York S election filing requirements?” below for more information.
Step 10: Comply with other tax and regulatory requirements for New York businesses
Your New York corporation will need to complete additional compliance steps to legally do business in the state. The following are a few possible requirements:
- Sales Tax Certificate of Authority. Most businesses will need to register with the New York State Department of Taxation and Finance and obtain a Certificate of Authority to collect sales and use taxes.
- Occupational licenses. A number of professions and industries require registration with and obtaining licensing from a state agency.
- Employees. Your corporation will have specific requirements if it has employees. In addition to having a federal EIN, these may include completing a state registration form for unemployment insurance, withholding, and wage reporting; reporting newly hired or rehired employees; obtaining Workers’ Compensation insurance; and obtaining disability benefits and paid family leave insurance.
- Local business licenses and permits. Your New York corporation may need to obtain a local business license, as well as fulfill other local license and permit requirements.
- Certificate of Assumed Name. The corporation will need to register its “doing business as” (DBA) name through a Certificate of Assumed Name filing with the Department of State if it plans on conducting business using a name other than the one listed on its Certificate of Incorporation.
- Biennial report. Your New York corporation must file a biennial statement every two years after the filing of the original Certificate of Incorporation. The filing fee is $9.
New York State (NYS) corporation basics and FAQs
What is a NY domestic business corporation?
A New York domestic business corporation can refer to a standard for-profit corporation that is formed in New York State. This term is sometimes used to distinguish for-profit corporations from other types of corporations, such as non-profit corporations and benefit corporations. The incorporation process and requirements for non-profit corporations and benefit corporations can vary from those of standard, for-profit corporations.
Does New York allow professional services corporations?
New York allows professionals, such as accountants, attorneys and physicians, to form a professional corporation (PC).
What is the 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 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.
