Form a New York Corporation
To form a New York Corporation, order a convenient package from Windsor Corporate Services. Choose the package that best suits your business needs:
Form a Corporation in New YorkA corporation is a legal entity that is separate and distinct from the individual business owners. Corporations enjoy rights and privileges similar to those of a person. The principal features of a corporation are perpetual duration, limited liability and easy transferability of interests.
Benefits of Incorporating in New YorkNew York is a great place to form a corporation. New York State is home to many successful businesses and corporations, and the landscape is favorable for doing business. Some benefits include:
- Easy access to a large population of consumers
- Close contact with suppliers and other businesses
- Opportunities to partner with top industry performers
- Demand for companies in computer science, medical science, and communications
- Strong business communities in technology, finance, investment, media, entertainment and tourism
- New York has one of the strongest economies in the world
How to Form a Corporation in New YorkThe idea of forming a corporation may seem intimidating, but the process is not as complicated as you may think. You can even form a corporation online!
To form a corporation in New York, follow these simple steps:
- Decide on a corporate name: Your corporation's name must include the words Incorporation, Incorporated, or an abbreviation like Inc, and must be recognizably distinct from the names of other businesses already on file with the New York Secretary of State. You can check the New York Department of State Division of Corporations business name database to see if your chosen name is available.
- Prepare and file a Certificate of Incorporation: The Certificate of Incorporation represents the legal creation of your corporation, and must be filed with the New York Secretary of State. The Certificate must include your corporate name and the county in which your main office is located. It should provide the business street address, number of shares the corporation is authorized to issue, and the name and address of the incorporator.
- Appoint a Registered Agent: New York corporations must appoint the New York Department of State as their registered agent for service of process in the state. If the corporation is sued, the State Department will accept and forward legal papers on the corporation’s behalf.
- Set Up a Corporate Records Book: This is where you will keep all of your corporation's important papers, including minutes of director and shareholder meetings, stock certificates, and stock certificate stubs. Corporate records should be housed at the principal office of your corporation. You can use a three-ring binder to keep your corporate records, or you can order a special corporate records kit.
- Prepare your Corporate Bylaws: Bylaws set out the basic ground rules for operating your corporation. Your corporation is not legally required to have corporate bylaws, and you do not have to file them with the state. However, they are important because they establish your corporation's operating rules, and they demonstrate to banks, creditors, and the IRS that your corporation is legitimate.
- Appoint your initial Corporate Directors: The initial corporate directors temporarily serve on the board until the first annual meeting of shareholders, who will then elect board members for the following term. You must fill out an Incorporator’s Statement that provides the names and addresses of the initial directors, sign the statement and place a copy in the corporate records book.
- Hold your first Board of Directors meeting: During the corporation's first board of directors meeting, the directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize stock issuance, set the corporation's fiscal year, and adopt an official stock certificate form and corporate seal. Minutes of the meeting must be recorded and kept in the corporate records book. Minutes should be signed by all directors.
- Issue stock: Small corporations usually issue paper stock certificates to each shareholder, and each shareholder's name and contact information should be entered in the corporation’s stock transfer ledger. Stock shares are classified as securities under state and federal laws.
- Comply with New York Biennial Statement Requirements: Your corporation must file a Biennial Statement with the Department of State every other year, in the calendar month in which the original certificate of incorporation was filed. The New York State Department will automatically mail a statement to the corporate address on file with the Secretary of State. The filing fee is $9.
- Comply with other Tax and Regulatory Requirements:
- EIN: Your company will need to obtain a federal employer identification number (EIN) by completing an online application at the IRS website.
- S Corporation: If you elect to have S Corporation status for your corporation, you must submit Form 2553, signed by all the shareholders.
- New York State Taxes: Your corporation must file franchise tax reports and pay franchise taxes each year, even if you lose money or do not conduct business.
- Business Licenses: Certain types of businesses require licenses or permits. Contact the county clerk and the clerk of the city where the business will operate to see if you need local licenses or permits.