How to Use this Guide
Before forming a corporation, consider whether a corporation or a limited liability company is the right entity for your business. Usually startups (i.e. separate management that creates long-term value for investors) are formed as C-corporations and small businesses (i.e. owner or manager-managed businesses that distribute regular income to owners) are set up as LLCs or S-corporations.
See REFERENCE to understand the differences between C-Corporations, S-Corporations and LLCs (that can also be treated as S-Corporations).
To secure and register your brand name it must be unique, not too similar to another registered name in New York, and shouldn’t contain any restricted wording.
To check, conduct a free Business Entity Search through the state, and if there are potential trademark issues conduct another quick search using the TESS System through the U.S. Patent Office. Once the company is formed, you can consider registering a New York trademark as well. See here: https://www.dos.ny.gov/forms/corporations/0241-f-l-a.pdf
Your name must contain words like, “corporation,” “incorporated,” “limited,” or their abbreviation, even for foreign corp names. If needed, you can file an Application for Reservation of Name through mail with the Division of Corps that’s good for 60 days.
To avoid potential delays in relation to name availability, you can also call the corporation bureau at +1(518) 473 2492 to search up to 5 names without charge or mail a request to New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, New York 12231 or fax a request to +1(518) 473 1654 or email using the contact form available here: https://www.dos.ny.gov/about/contact.asp?DCODE=CORPS#emailcontact
The written request for each name search costs $5.
Name Reservation Filing Fee: $20
Your registered agent is a sort of legal representative of your brand, but not in a lawyer or attorney-sense. It’s their job to officially receive/process important business documents like state filings, legal notices, tax forms, and so forth.
This is why they have to be either a NY resident individual or a registered business entity and be reliable during all regular business hours M-F (9a.m. to 5p.m.).
That said, you can hire 3rd party professional and expect to pay between $50-$200 per year, or get a registered agent free of charge for the first year when you incorporate with IncFile. They handle this along with much more depending on your startup package.
Download and print out the Certificate of Incorporation which will need to be filed with the Division of Corporations of the New York Department of State when you’re ready to set up shop and go into business.
This filing makes your corporation official in the eyes of the law. The official form only addresses the basic requirements and may not include some of the optional provisions such as multiple classes of shares and their designation, common vs. preferred stock and any blanket authorization of preferred stock, limitation or elimination of liability of directors, allowing the board of directors to amend by-laws, cumulative voting for directors, limiting or denying the board of directors’ authority to take action by written consent without a meeting, giving shareholders pre-emptive and other voting rights.
It’s an important declarative document about the basics of your brand for the public record – county where the business will be located, name and address of brand, registered agent info, hours of operation, etc. You can file through mail or by using the state’s Online Filing System linked above.
If you are mailing in a fillable form Certificate of Incorporation, mail it to New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, 6th Floor, Albany, NY 12231, along with the filing fee or fax to (with a Credit/Debit Card Authorization Form for filing fees) +1(518) 474-1418. Credit/Debit Card Authorization is available here: https://www.dos.ny.gov/forms/corporations/1515-f.pdf
Important: Make sure to always include the back page for the form Certificate of Incorporation that has the document title and the filer’s name and address.
Filing Fee: $125 +$10 official copy
Think of this as the hard copy record book where all critical corporate documents are kept like the Articles of Incorporation, Bylaws, meeting minutes, stock certificate ledger, stock certificates, stock certificate stubs, stock transfer documents, etc. It’s the ultimate company binder!
They’re very common and while not necessary having a paper binder (i.e. you can save all documents electronically as PDF files) you must prepare and sign all corporate and stock issuance documents before conducting any business as delaying this step may lead to serious corporate governance issues and negative tax consequences for the founders/shareholders.
Appoint at least 1 initial Director who among other things will oversee the New York corporation until the first shareholder meeting where new directors will be voted in. Prepare an “Incorporator Statement” with complete names and addresses of each director and keep it in your records book. Once elected, an initial meeting should:
When you start a corporation in New York, it’s very important to keep all personal and business assets/accounts completely separate.
So don’t take this lightly. Where should you start building the financial foundation of your brand? Who is offering the best overall business services to corporate clients, relative to location and other conveniences?
If you think it’ll be helpful, look into this short breakdown of Business Checking Accounts to start brushing up if all this is unfamiliar territory. Where your corporation banks is a critical move, which is why it should be discussed at length in your initial shareholder meeting.
To ensure that you will not face penalties, fines, and fees when starting a business in New York, you need to completely fulfill your business taxes and licenses obligations to the state. To get started, see the resources below:
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Note that this guide to incorporating in New York isn’t a legal document or legal advice. It’s for informational purposes and the information above is subject to change. For specific legal questions regarding how to form a New York Corporation, please consult with a business attorney. We recommend Umar Farooq.