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PCF makes it fast, easy and cost-efficient to Form a Corporation in New York
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AND keep up with recurring New York Corporation requirements
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PCF has helped thousands of businesses successfully form a Corporation Online
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Choose PCF to help you form your New York Corporation and we will notify you each year well in advance of the due date for
any required New York Corporation reporting requirements
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If you're ready to form a New York Corporation online now
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Check our New York Incorporation options and prices
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If you need more information about forming a New York Corporation online, the information below may help you understand the requirements and implications of
incorporating in New York.
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Do I need a lawyer to form a New York Corporation
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The short answer is no.
The state of New York does not legally require a lawyer to form a
New York Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a New York Corporation.
However, if there is anything about Incorporating in New York
that you're not sure about you should seek the advice of a competent New York lawyer, a New York accountant,
or both before you Incorporate in New York.
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Once you have made the decision to Incorporate in New York, a New York lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new New York Corporation.
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Put the money you save with PCF right where it belongs
into your new New York Corporation
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a New York Corporation
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1. Choose a name for your New York Corporation
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- PCF will check to make sure that your New York Corporation name is available, conforms to state of New York
Corporation naming regulations, and will reserve your New York Corporation name with the New York Secretary of State.
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Your New York Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the New York Corporation name that you choose must be distinguishable from the name of any other registered New York Corporation or other
business entity and the name must also be different from any reserved names on record with the state of New York.
Your New York Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your New York Corporation name must not be a name that is likely to mislead the public.
The name of a New York Corporation must include the word "Corporation", "Incorporated" or "Limited"; or an abbreviation of one of these words.
New York corporate law include some restrictions for the name of a New York Corporation.
You can find details here.
It's important to choose a good name for your New York Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the New York Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your New York Corporation
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- PCF can act as the official Registered Agent for your New York Corporation.
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Every New York Corporation must have an address that is physically located in the state of New York.
This address is "registered" with the New York Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of New York to receive all correspondence on behalf of the New York
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many New York Corporations hire a Registered Agent because they don't have a physical
address within the state of New York or to provide a distinct level of privacy.
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3. Choose a Board of Directors for your New York Corporation
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All New York Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your New York Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your New York Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of New York or shareholders of the New York Corporation unless the Articles of Incorporation
or Bylaws require it.
Each New York Corporation must have at least one Director.
Normally Directors for your New York Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your New York Corporation
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The Board of Directors elects Officers for your New York Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the New York Corporation.
Officers handle the day to day operation of the New York Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a New York Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
The Board of Directors may elect or appoint a President, one o more Vice-Presidents, a Secretary and a Treasurer, and other Officers deemed necessary.
Any Officer elected or appointed by the Board of Directors of the New York Corporation may be removed by the Board with or without cause.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the New York Corporation.
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5. Determine how you want your New York Corporation to be taxed
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- If you choose to be taxed as an S Corporation, PCF can prepare the S Corporation election form for your New York Corporation and include it with
your Incorporation documents.
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The New York Corporate Income Tax Rate is 7.1%.
You may form an S Corporation in New York.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any New York Corporate Income Tax.
The New York Corporate Income Tax is sometimes referred to as the New York Corporation "Franchise Tax".
Corporations operating in New York City may be subject to one or more New York City business
income and excise taxes in addition to the New York State Corporation taxes.
If a New York Corporation does business in the Metropolitan Commuter Transportation
District, it must also pay a metropolitan transportation
business tax surcharge (MTA surcharge) on business done in the District.
The District includes New York City (the counties of New York
(Manhattan), Bronx, Kings (Brooklyn), Queens, Richmond (Staten Island)),
and the counties of Rockland, Nassau, Suffolk, Orange, Putnam, Dutchess,
and Westchester. New York S corporations are not liable for the MTA surcharge.
For more New York Corporate Tax Information click here |
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6. File Articles of Incorporation with the New York Secretary of State
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PCF can draft Articles of Incorporation that are specific to your New York business and file them with
the New York Secretary of State. Should the need arise, PCF can also draft and file amendments to your Articles of Incorporation.
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In order to form a Corporation in New York you must file Articles of Incorporation with the New York Secretary of State.
The Articles of Incorporation must include certain specific information about your New York business. If the Articles do not conform exactly to state of New York requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your New York Corporation but you will have to pay a fee to the state of
New York in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your New York Corporation.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your New York Corporation.
All New York Corporations are required to have an FEIN.
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8. Issue Stock Certificates to the Initial Shareholders
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- PCF can create customized stock certificates for your New York Corporation.
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Corporate stock is evidence of ownership of a New York Corporation.
When you form your New York Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small New York Corporations hold 100% of the shares.
Stockholders in a New York Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the New York Corporation is able to make all Corporate business decisions.
New York Corporations usually hold at least 51% of the corporate stock in order to retain control of the New York Corporation.
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What do I have to do after I form my New York Corporation
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your New York Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the New York Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the New York Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or New York law or
the New York Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal New York office.
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2. Open a Business Bank Account in New York
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It's very important that you have a separate business bank account for your New York Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a New York Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A New York Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your New York Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your New York Corporation vary depending on your business activities
and the specific locations within the state of New York in which you want to conduct business.
If your New York Corporation will be selling products in New York you may be required to obtain a Reseller's Permit from the appropriate
New York state agency.
If your New York Corporation will be selling products in New York you will also be responsible for all applicable local and state of New York
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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- PCF can transcribe the minutes of any meeting of your New York Corporation into a form that complies with all
state of New York requirements.
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Every New York Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the New York Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
New York Corporation a lot of potential trouble.
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5. File the required New York Corporation reports
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Each New York Corporation must file a biennial report with the New York Secretary of State every two years.
The New York Corporation Biennial Report includes basic information about your New York Corporation including information on your Directors and Officers.
Failure to submit a properly completed New York Biennial Report to the New York Secretary of State on or before the
due date may subject your New York Corporation to being administratively dissolved in the state of New York or
having its authority to transact business in the state of New York revoked by the New York Secretary of State.
Penalties may accrue if you fail to file any New York Corporation Biennial Report to the New York Secretary of State
by the due date.
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6. Keep proper records of your New York Corporation on file
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Keep the following records on file and available at the principal business office of your New York Corporation:
- Names and addresses of all Directors and Officers of the New York Corporation
- Articles of Incorporation for the New York Corporation and any Amendments to them
- Corporate Bylaws for the New York Corporation and any Amendments to them
- List of current shareholders of the New York Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the New York Corporation
- Copies of all tax returns and Annual Reports for the New York Corporation for the last 3 years
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New York Foreign Corporation Qualification
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You want to do business in the state of New York but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of New York you must register with the New York Secretary of State as
a New York Foreign Corporation.
The process of registering as a Foreign Corporation in the state of New York is called New York Corporation Foreign Qualification.
The process of New York Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of New York.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your New York Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the New York Foreign Corporation.
For specific requirements to qualify as a Foreign Corporation in the state of New York click here.
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