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January, 2022
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How To Register Corporation In NY?

You’ve put in the work and come up with a plan. Is it time to evolve your business into a corporation? By definition, a corporation is a business that is a separate entity from the business owner. If you’re in New York and this sounds like your next step, we’re here to guide you on how to register a corporation in NY!

1. Registration

To get started, you’ll need a name. However, not just any name will do. At this point, you have likely gone back and forth over time to hone in on the perfect moniker to represent your business. While that is an integral part of the process, it only helps if no one else has gone through the same line of thinking as you. So to make it official, a bit of research is required. First, a corporation will need to have “Limited,” “Incorporated,” or “Incorporation” as part of the name. Then, the records will need to be checked to ensure that your business name is unique. New York has a registry of names in the State Division of Corporations that you’ll need to go through with a fine-tooth comb to eliminate the possibility of duplication during the application process. There’s also the need to ensure the chosen name is not associated with any other copyright or infringement across the United States. Once you have been given the green light, it’s time to get the name on paper. You can now file a Certificate of Registration, which legally calls dibs on the name for two months. This must be filed through the mail.

2. Entity and Structure

Alright, you have successfully registered your name! Now is when you analyze both the type of business you will be running and your company’s needs. That will help you when figuring out the structure of the corporation. Most businesses fall under sole proprietorship, partnership, corporation, or S corporation. Something to be aware of: certain types of businesses cannot have particular lingo. There’s a list of restrictions in New York available online for you to peruse at your convenience. It’s a great tool to get you familiar with wording regarding your corporation, in general.

3. Register Locally

The process is moving right along! Now that you’ve made some big decisions, it’s time to let the local government know you exist. This will involve a trip to the county clerk’s office. Here, you’ll pick up a Certificate of Assumed Name form, also referred to as a Business Certificate. You can fill it out and return it while you are there in person, which will come in handy if there are any questions. The fee for a filing is around $120. However, fees and additional paperwork vary by county.

4. Register Statewide

Now that you’re more familiar with how these forms work, this step requires you to use that experience at a state level. You are perfectly prepared for this course of action because you completed the second rung, determining the structure. Here, you will take that info and pick forms based on what type of corporation you are forming. This is what you’ll be looking at for each:

– Business Corporations will have you fill out a Certificate of Incorporation

– Limited Partnerships (LP) needs a Certificate of Limited Partnership

– Limited Liability Companies (LLC) will require the Articles of Organization

It should be noted that the LLC is legally obligated to adopt an Operating Agreement within three months of returning this form.

5. Sales Tax

At this point, you’re making the corporation official so that the exchange of funds can start happening! To begin bringing in the big bucks, the state tax department provides a Certificate of Authority for Sales Tax Number. Getting signed off on authorizes the business to accept money. However, the timeline is precise, and the application must be turned in at least 20 days before opening day and no more than 90 days out.

6. Permits and Licenses

So close! This is the time when you figure out what permits or licenses you’ll need for the specific line of work your company is in. There are an incredible number of permits or licenses required, but New York has an index search that will help you narrow down what you’ll need for your area of expertise. Pretty much every category will have its own set of particular requirements.

7. Wait and Prepare

They say waiting is the most challenging part, and that’s all you’ve got left. Applause all around; you’ve made it! You’ve taken all the action required to ascertain the formal registration of your corporation and are just waiting for the appropriate documents to be in your hand for the launch. Typically, the processing time is between four to six weeks. Then you’re ready!

While getting your corporation started can sometimes feel like a neverending procedure, it isn’t as painful as it might seem. The business of registering a corporation is time-consuming primarily and requires quite a bit of patience and organization, but it is well worth the wait.

Still, have more questions on how to register a corporation in NY? If you’re ready to make that next leap in your business journey but are without the time to get super hands-on, we can help with that. Did you know that costs associated with starting an entity are usually tax-deductible? At Windsor, we can take over the busy work so you can keep a focus on your business. Check out more on how we can take care of the registration process here.

The corporation is registered. Now what? Here are a few additional steps you will want to consider as you begin to move forward as a corporate entity.

  • Designate a Registered Agent. New York corporations must have the Department of State listed as the registered agent. This enables the state to take documents and send them to the corporation if legal action is taken. 
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  • Put together bylaws. Now that the corporation has been created, it’s time to set a standard through the rules of operation. Although this list is intended for use internally, it does help establish the corporation’s legitimacy, especially regarding financials.
     
  • Select directors. The incorporator will need to pick board members that can be directors until the new corporation has the first meeting with shareholders. An Incorporator’s Statement will include detailed information about each of the chosen directors, which will be kept in the company’s records.
     
  • Have a board meeting. You can finalize all the temporary items at this meeting, such as directors and bylaws. This first meeting will be as big as it is essential. Many entry-level topics will be discussed that will set a precedent in the future. Do not forget to record the minutes!
     
  • Give stock to shareholders. For various types of contributions, investors are given shares in the company. In New York, corporations can give out stock with low or no fixed value. These stocks are called par and no-par value. The company sets the par’s worth and can be as little as one cent. A no-par comes with no minimum value. You will need to indicate it on the Certificate of Formation with whichever stock option is chosen.
     
  • Submit a biennial report. This statement is for the Secretary of State to be abreast of the vital particulars at your company. In New York, this must be turned in every other year. The first is due within thirty days from when the Certificate of Incorporation is filed. For convenience, this can be taken care of online.
     
  • Be up to date with tax information. Whether the new corporation is not yet making money or even hitting financial losses, the tax law in this state requires a corporation to enter franchise tax reports. These reports must be completed and paid for every year. The tax date is the first day of corporation status and will continue until the Secretary of State dissolves it.

When looking into how to register a corporation in NY, this process might be more than you were expecting. After registering and going through all the motions we’ve listed here, you should be more than good to go with your new corporate venture. From start to launch, this can be quite an undertaking. However, once the initial setup has been completed, there will be regular work days ahead.

About Windsor Corporate Services

Where fast is accurate. How to register a corporation in NY is a topic we are experts on. For more than two decades, we have been a helping hand in many ways for tens of thousands of businesses. We are proud to work with companies of all types and sizes to better serve the business community at large. We have built a reputation for top-notch precision and swift service to keep you moving. That company mindset enables our clients to rest assured we will get the job done to keep their work as the priority, knowing their filing and legal publishing will be done right.

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