How to Incorporate in New York!
New York Department of State – Division of Corporations, State Records & UCC
One Commerce Plaza
99 Washington Avenue – 6th Floor
Albany, NY 12231-0001
Statutory Authority: Business Corporation Law — N.Y. BSC Law § 101 (2012)
New York Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Certificate of Incorporation.”
3. If paying by credit or debit card, complete the “Credit Card/Debit Card Authorization Form.”
4. Prepare a Letter of Transmittal.
5. Submit the completed documents, along with a photocopy and your filing fees, to the New York Department of State.
New York Certificate of Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in New York:
1. Company name
2. County where the corporation office will be located
3. Number and par value of authorized shares
4. Name and address to which the Secretary of State shall mail a copy of any process accepted on behalf of the corporation
5. Signature, name and address of incorporator
6. Name and mailing address of the filing party
New York Incorporation Fee Schedule
Application for Reservation of Name: $20.00
Certificate of Incorporation: $125.00
Organization Tax: $10.00 minimum
Application for Authority (Foreign): $225.00
Expedited Services: $25.00 – 24 hours, $75.00 – Same day, $150.00 – 2 hours
Certified Copy: $10.00
Certificate of Dissolution: $60.00
Your company name must end with a corporate designator. In New York the specific corporate designators are: “Corporation” “Incorporated” “Limited” “Corp.” “Inc” “Ltd.”
Conduct an entity name search on the New York Department of State website to conform the availability of your company name.
If the name you want is available you can reserve it for 60 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $20.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
In New York the Secretary of State is designated as agent for service of process. You must provide a name and address to which the Secretary of State may mail a copy of any process served.
In addition to the Secretary of State you may designate a registered agent in this state upon whom process against the corporation will be served. This registered agent must be a natural person who is a resident of or has a business address in New York.
The state provided forms ask for and specify what is legally sufficient and necessary to form a New York corporation. Nevertheless, New York permits you to add other provisions to your Certificate of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S Corporation status, file IRS Form 2553 within 75 days of when the election is to take effect. Once the Internal Revenue Service grants approval, you must file NY Form CT-6 with the New York Department of Taxation and Finance.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File a Biennial Statement.
9. File and pay New York franchise taxes annually.
Registering as a Foreign Entity
1. File an “Application for Authority” with the New York Department of State.
2. Attach a “Certificate of Existence” or a “Certificate of Good Standing” from the official who files and maintains corporate records in the state where the corporation is incorporated.
Dissolving a New York Corporation
1. Obtain written consent from the Tax Department. To do this you need to file a final corporation tax return. Use the form you usually use, but mark an X in the box marked final at the top of the form.
2. If your corporation has filed all of its returns, the Tax Department will issue a written consent to dissolve the corporation.
3. If your corporation was doing business in New York City, you will also need to obtain consent from the New York City Department of Finance.
4. Once you have received the written consent you can file a “Certificate of Dissolution” with the New York Department of State.