Step 1) Verify & Secure Brand Name
To secure and register your brand name it must not be too similar to another registered name in New York, or contain any restricted wording. To check if your name is available, conduct a free business entity search through the state.
If you anticipate any trademark issues, you can also conduct a 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 the word “corporation,” “incorporated,” “limited,” or an abbreviation of one of those. If needed, you can file an Application for Reservation of Name with the Division of Corps.
To avoid potential delays in relation to name availability, you can call the corporation bureau at +1(518) 473 2492 to search up to 5 names without charge, 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.
Name Reservation Filing Fee: $20
Quick Note: Before you commit 100% to a name, you may also want to check that there’s a decent URL available for your business. Use WEEBLY to search your options. If there’s a quality domain name for purchase, we advise buying it right away. Even if launching a business website isn’t on your radar right now, you might as well nail down a domain name that’ll make it easy for customers to find you!
Step 2) Appoint A Registered Agent
Your registered agent is in charge of receiving/processing important documents like state filings, legal notices and tax forms on behalf of your business. They have to be either a NY resident or a registered business entity, and they must be reliable during all regular business hours M-F (9 am to 5 pm).
That said, you can hire a third-party professional and expect to pay around $160 per year, or get a registered agent free of charge for the first year when you incorporate with an online filing service like IncFile.
Step 3) File Certificate Of Incorporation
When you’re ready to set up shop, download and print out the Certificate of Incorporation. This is an essential declarative document about the basics of your brand, including the county where the business will be located, the name and address of the brand, registered agent info, hours of operation, etc. This filing will make your corporation official in the eyes of the law.
The official form only addresses the basic requirements and may not include some optional provisions, such as multiple classes of shares, limitation or elimination of director liability, special shareholder voting rights, or any other unique details of your corporation.
If you choose to mail in your Certificate of Incorporation, send 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. 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 that has the document title and the filer’s name and address.
Filing Fee: $125 +$10 official copy
Step 4) Get A Corporate Records Book
Think of this as the hard-copy record book where all critical corporate documents will be kept, including your bylaws, meeting minutes, stock certificates, etc. It’s the ultimate company binder!
Step 5) Elect Director, Meet, Discuss Bylaws
Appoint at least one initial director who, among other things, will oversee the corporation until the first shareholder meeting (when new directors will be voted in). Prepare an “Incorporator Statement” with the complete names and addresses of your directors and keep it in your records book.
Once elected, have an initial meeting with your directors and take care of the following:
Step 6) Open A Business Bank Account
When starting your New York corporation, it’s very important to keep all personal and business assets/accounts completely separate. This requires opening a separate bank account designated for your corporation’s finances.
Where will you start building the financial foundation of your brand? Who is offering the best overall services to corporate clients, relative to location and other conveniences?
If this is unfamiliar territory for you, read our short breakdown of business checking accounts to start brushing up. Where you choose to bank is a critical move for your corporation, which is why it should be discussed at length during the initial meeting.
Step 7) Handle Taxation & Licensing/Permits
To ensure that you don’t face any fines or other penalties while starting a corporation in New York, you need to fulfill all business tax and licensing obligations to the state and federal governments. To get started, use the resources below:
- Get a free EIN, or Employer Identification Number, quick and free through the IRS website.
- Bookmark the NY Small Business Administration and the Biz-Dev Center.
- To form an S-Corp, submit Form 2553 with the IRS and be sure all directors have signed it.
- Register with the New York State Department of Taxation and Finance for various tax information. See here: https://www.tax.ny.gov/bus/multi/register_license.htm. If the corporation does business in New York City, other taxes may also apply. See here: http://www1.nyc.gov/site/finance/index.page
- Register with New York State Workers’ Compensation Board, if necessary. See here: http://www.wcb.ny.gov/
- Consider NY wage and hour laws for employees based in New York.
We encourage you to consider leveraging the help of a professional business license service. They’ll handle the legwork for you so you can focus on the more pressing needs of your new business!
Before forming a corporation, make sure it’s the right structure for your business. Usually, startups are formed as C-corporations (separate management creates long-term value for investors) and small businesses are set up as LLCs or S-corporations (owner-managed businesses).
See REFERENCE to understand the differences between C-Corporations, S-Corporations and LLCs (that can also be treated as S-Corporations).
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.