Are you looking to form a corporation in New York, but you’re not familiar with the formation process? There are quite a few important steps you’ll need to take to create your New York corporation and maintain it, so this guide will outline the rules and regulations involved with this process.
To get started, please reference our 12-step guide below or hire a professional business incorporation service.
Rocket Tip: To see how some of the top online incorporation services stack up, here are two of our most popular comparisons.
How to Form a New York Corporation (in 12 Steps)
Step One) Determine Whether a Corporation is the Right Choice
Before beginning the process of forming a New York Corporation, it’s very helpful to review your business’ objectives and become familiar with your options as a business owner.
Should you form a corporation?
This guide explains how to create a New York corporation. When starting a new business, forming a corporation is just one of several options. Many businesses instead choose to set up a Limited Liability Company, or to be recognized as a sole proprietorship or partnership. Not sure which option is right for you? Read this guide from the SBA.
Does your business offer professional services?
If your business offers a professional service that requires a license from the state of New York (e.g. public accountant, chiropractor, dentist, doctor, attorney), then you cannot form a standard New York business corporation. You may instead form a special type of corporation known as a professional corporation.
How will ownership be divided?
A corporation issues “shares” to its owners, who are known as its shareholders. Before forming your corporation, it’s important to decide how shares of ownership will be divided among the owners.
How will the corporation to be managed?
Corporations have two layers of control. The first layer is the Board of Directors. Directors are elected by the shareholders and meet periodically (as a “Board”) to make key decisions and set the strategic direction of the company. The Board of Directors appoints “officers” who are responsible for carrying out the Board’s initiatives and managing the corporation’s day-to-day activities. Directors and officers can be (and often are) the same people. Before forming your corporation you should determine who your initial director(s) will be.
Step Two) Choose a Name
One of the most important aspects of the incorporation process is naming your business. There are three major elements to consider when choosing a name:
When naming a corporation in the state of New York, you will need to include one of the following words or abbreviations: incorporated, corporation, limited, company, Inc., Corp., Ltd., or Co. Your corporation’s name also cannot include any words or abbreviations that indicate other business types, like the phrase “limited liability company” or the initials “LLC.” You also are not allowed to include words that refer to certain types of businesses (like “bank” or “law office”) unless your business fits those descriptions.
In addition to the legal considerations, you might want to identify your line of business or your mission in your company name. For example, you can display any closely held values in your name, like using the word “green” for environmentally friendly businesses.
A Name You’re Proud of
Keep in mind that this is your business, so you should choose a name that you’re proud of, and that you enjoy sharing with potential customers. You should also make sure it sounds good when spoken aloud, and also looks good when written down.
Check whether your preferred name is available: Visit the Division of Corporations website and make a name availability inquiry to check whether it is already in use. If it’s not unique enough, you may need to tweak it or come up with a new name altogether.
Consider Reserving a Name
For a $20 fee, you can instantly reserve a name online for up to 60 days. This will ensure that your name is not taken by another company during the incorporation process.
Step Three) Select a Registered Agent
New York corporations must designate a person or business to receive legal notices on behalf of the company. This important point of contact is known as the registered agent. You will be required to list the registered agent’s name and address when filing the Certificate of Incorporation in step four.
Who can be my Registered Agent?A registered agent must have a physical address within the state of New York where mail and legal notices can be served during regular business hours. You can hire a service to act as your Registered Agent, serve as your own registered agent, or even use an accountant or other business professional’s address – with their consent, of course.
The New York Secretary of State says that,
the New York Secretary of State acts as the statutory agent for service of process for domestic and foreign business corporations.”
Incorporation Rocket Note: You can also appoint a secondary registered agent, which keeps your logistics much more simple.
Our Recommendation: We recommend hiring a professional service to act as your registered agent. Doing so will help eliminate junk mail and more importantly, keep your personal and/or business address off the public record.
Rocket Tip: You can get a free registered agent service when hiring a service like ZenBusiness or Incfile to incorporate online. Check out their reviews and how it works below.
Step Four) Complete Your Certificate Of Incorporation
This is THE document that formally registers your corporation with the state of New York.
Keep in mind that you are acting as the incorporator when you fill out and submit the Certificate of Incorporation. You should sign as the incorporator before submitting the document.
|Cost to File||$125|
|Time to Complete Filing||To check on the status of a filed Certificate of Incorporation, visit the Corporation and Business Entity Database. It is usually current through the previous business day.|
|Agency||New York Department of State|
Department of State
|Agency contact info for filing questions|
Step Five) Establish a Corporate Record
Corporations are required under New York law to document and keep a permanent record of all important company decisions.
The official corporate record may be kept at the corporation’s principal place of business, or stored in a safe location elsewhere. You should take the opportunity to set up a secure digital or physical location for storing company records as soon as possible.
Step Six) Designate a Board of Directors
The incorporator is responsible for selecting initial director(s) of the corporation. Unless initial directors were specified in the Certificate of Incorporation, the incorporator should record initial director appointments in a signed document and file it to the corporate record. This document is known as the “incorporator’s statement.” A sample incorporators statement can be found here.
The initial directors (no initial directors are required in New York) will serve until new directors are elected at an annual shareholder meeting, or as otherwise indicated in the bylaws. The incorporator may serve as an initial director.
Step Seven) Create Corporate Bylaws
Corporate bylaws set out the rules and procedures for how the corporation will operate. Some important topics typically covered in the bylaws include:
- How shareholders will conduct votes
- The total number of directors and how each director will be elected
- How often the board of directors will meet
- The types of officer roles that will be appointed
- Procedures for resolving internal disputes
Bylaws are not legally required in New York, but they are strongly recommended.
Bylaws help your business run smoothly, and are sometimes required by financial institutions for opening business bank accounts or acquiring loans.
Either the incorporator or the initial directors may prepare the company bylaws. The bylaws should be recorded in an internal company document, signed by the incorporator or a director, and filed to the corporate record. The bylaws are not filed with the state of New York.
Popular Strategies for Preparing Bylaws
- Use a free online template. Northwest Registered Agent has a great free template you can download.
- Hire a lawyer to draft the bylaws. If your business has investors, is already profitable, or has multiple co-owners, we strongly encourage you to hire a lawyer experienced in New York Corporate law to help you draft suitable bylaws. Use Avvo to find a New York attorney who can help you draft bylaws.
Step Eight) Hold First Board Meeting
After designating a board of directors and preparing bylaws, the new corporation should call for an initial board meeting. The incorporator often arranges and attends this first meeting. During the first board meeting, the initial directors should plan to cover the following topics:
- Review and approve corporate bylaws
- Designate officers to manage day-to-day business affairs
- Choose a bank
- Approve issuance of stock certificates
- Determine whether the company should elect to be taxed as a C corporation or S corporation (see step Nine for more details)
Recording Meeting Minutes: a detailed record of all key discussions and decisions during the board meeting should be prepared and distributed to all board members for their review and approval. This record is known as the “minutes”. A copy of the minutes should be sent to each director for review and filed in the company record.
Step Nine) Handle Tax Obligations
You’ll need a federal tax ID number (EIN) to operate a corporation in New York. You can obtain your EIN from the IRS for free, and it’s a fairly painless and simple process. An EIN enables your corporation to hire employees, file corporate taxes, open business bank accounts, and more.
A major decision for any corporation is determining whether to be taxed as a C corporation or an S corporation. Take a look at how these two formats differ:
- C Corp: The majority of corporations are C corporations, as they are subject to far fewer restrictions than S corps. With a C corp, profits are taxed at the corporate level, and again on the personal tax returns of the shareholders, resulting in what’s commonly referred to as double taxation.
- S Corp: This is only an option if your corporation has fewer than 100 shareholders, only issues one class of stock, is not owned by another business entity, and does not have any foreign shareholders. If your corporation meets these requirements, you can select the S corp’s pass-through taxation which eliminates the double taxation issue of C corps. S corp dividends are not taxable.
In order to do business in New York state, you must first register with the Tax Department; doing so will enroll you in any necessary business taxes. Your business will be subject to a corporate income tax (learn more about it here) and other various taxes, but these depend on your specific type of business and the goods and services you provide. Learn about the various types here and here. You should also review this Tax Guide for New Businesses published by the New York Department of Taxation and Finance for more information.
Your local government may have business tax requirements as well. You will need to contact your city and/or county offices to learn about them. For example, New York City has business income and excise taxes for certain businesses. Here are business resources the largest municipalities in New York:
Step Ten) Obtain Business Licenses and Permits
Licenses and permits function much the same as taxes do: they depend on your business type. There is no general business license. To determine which (if any) will apply to your business, complete the New York Business Express Business Wizard. Doing so will generate a list of everything you need to do in order to form your business, including any relevant licenses and permits you need to obtain. You can also look at this list of New York State Licensed Professions, with helpful links.
Again, you will need to determine any local licensing requirements. Use the business resources linked in step nine to find license information for New York’s major municipalities; otherwise, get in contact with your local government.
Step Eleven) Acquire Insurance
Your business is not legally required to acquire any type of insurance in New York state unless you will have employees. If you have employees, there are three insurance policies you must acquire (with some exceptions):
- Unemployment insurance is required once you pay your employees $300 or more. Register with the New York Department of Labor.
- Workers’ Compensation insurance is required if you have any employees, with no exceptions. You can acquire workers’ compensation through the New York State Insurance Fund, a private carrier, or approval for self-insurance by the New York State Workers’ Compensation Board.
- Disability Benefits insurance is required if you have employees for more than 30 days in a calendar year. You can acquire this insurance through the same means as workers’ compensation insurance.
You may need to provide health insurance to your employees. Learn more from the New York State Department of Health.
In addition, you should also pursue general liability insurance and other more industry-specific types of insurance, but these are not legally required.
Step Twelve) Open a Business Bank Account
To operate a corporation and receive the limited liability protection that comes with it, you have to keep your personal assets entirely separate from your business assets. Due to this requirement, it’s strongly advised that you acquire a business bank account for your corporation.
Get Help Forming a Corporation
The process of incorporating in any state can be a lengthy one. If you run into any trouble along the way, remember that there are plenty of organizations that can help you navigate the incorporation process.
Online Incorporation Services
If you would like to hire an affordable business incorporation service to create your corporation for you, services like ZenBusiness and Incfile can help you out. These service providers can handle most of the formation process, while still charging much lower rates than a business attorney’s fees.
There isn’t the same level of personalization that a lawyer can provide, but online incorporation services can still be a tremendous help. The only major issue with these service providers is the fact that they can’t provide any actual legal advice, so you need to know what you want ahead of time.
New York Business Attorney
There are some situations where hiring a business lawyer is a preferable route to using an online incorporation service. The corporation as a business structure can be highly complicated, and if you want to have the peace of mind that every single step was taken care of by a true expert, hiring a business attorney to form your New York corporation is the way to go.
If you would like to pursue this route, there are some convenient services that can help you choose the right lawyer for your business. We like to use Avvo, which has extensive reviews and ratings for hundreds of New York business lawyers, which can make it much easier to select an attorney who has your best interests in mind, and also has the expertise to get the job done right.
New York SBDC
The New York State government website has excellent resources for new businesses, including this comprehensive guide to starting a business. In addition, the New York District Office of the U.S. Small Business Administration and the New York Small Business Development Center provide access to guides, programs, trainings, workshops, events, consulting, and more. There are many resources available to you to plan, start, operate, and grow your new business.