Do I need a lawyer to Incorporate in New York? |
|
The short answer is no.
The state of New York does not legally require a lawyer to form a
New York Corporation.
more...
|
less...
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.
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 All Business Documents
to perform these services and save money that you can use in your new New York Corporation.
|
Do I have to Reserve a Company Name before I Incorporate in New York?
|
|
You are not legally required to reserve a Company Name for a new New York Corporation before you submit your application to Incorporate in
New York.
more...
|
less...
You are not legally required to reserve a Company Name for a new New York Corporation before you submit your application to Incorporate in
New York.
Whether or not you need to reserve a company name for your new New York Corporation depends entirely on your business situation.
The New York Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that New York Company Name.
Click here for more information on
New York Company Name Reservation The name of a New York Corporation must include the word "Corporation", "Incorporated" or "Limited"; or an abbreviation of one of these words.Â
New York corporate law include some restrictions for the name of a New York Corporation.Â
You can find details here.
|
What if the New York Corporation Name I want is already taken?
|
If the Name you have chosen for your new New York Corporation is already in use by a currently active
New York Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the New York Secretary of State. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new New York Corporation is available before we submit
your Incorporation filing to the New York Secretary of State.
If necessary we can register a DBA Name in New York for you so that you can open your new New York business as quickly as possible.
|
What do I have to do to Incorporate in New York?
|
8 things you have to do in order to Incorporate in New York.
1. Choose a name for your New York Corporation
2. Select an official address and a Registered Agent for your New York Corporation
3. Choose a Board of Directors for your New York Corporation
4. Decide who will be Officers for your New York Corporation
5. Determine how you want your New York Corporation to be taxed
6. File Articles of Incorporation with the New York Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
more...
|
less...
|
|
1. Choose a name for your New York Corporation
|
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.Â
New York corporate law include some restrictions for the name of a New York Corporation.Â
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).
We will:
- Check to make sure that your New York Corporation name is available
- Make sure your New York Corporation name conforms to state of New York regulations
- Reserve your New York Corporation name with the New York Secretary of State
|
|
2. Select an official address and a Registered Agent for your New York Corporation
|
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.
- We can act as the official Registered Agent for your New York Corporation.
|
|
3. Choose a Board of Directors for your New York Corporation
|
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.
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.
|
|
4. Decide who will be Officers for your New York Corporation
|
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.
|
|
5. Determine how you want your New York Corporation to be taxed
|
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.
Click here for more New York Corporate Tax Information .
|
- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your New York Corporation and include it with
your Incorporation documents.
|
|
6. File Articles of Incorporation with the New York Secretary of State
|
|
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.
|
|
7. Get a Federal Employer Identification Number (FEIN)
|
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.
- We can obtain an FEIN for your New York Corporation.
|
|
8. Issue Stock Certificates to the Initial Shareholders
|
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.
|
less...
|
|
What do I have to do after I form my New York Corporation? |
6 things you have to do after you Incorporate in New York.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in New York for your NY Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required New York Corporation reports
6. Keep proper records of your New York Corporation on file
more...
|
less...
|
|
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
|
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.
|
|
2. Open a Business Bank Account in New York
|
|
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.
|
|
3. Obtain Business Licenses from the cities and counties in which you plan to do business
|
- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your New York Incorporation package.
|
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.
|
|
4. Hold Meetings of Shareholders and Directors of each year.
|
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.
- We can transcribe the minutes of any meeting of your New York Corporation into a form that complies with all
state of New York requirements.
|
|
5. File the required New York Corporation reports
|
| The New York Department of State does not have initial report requirements for New York Corporations. | Each New York Corporation is required to file a Biennial Statement every two years with the New York Department of State.
The filing period for a NY Corporation is the calendar month in which the New York Department of State approved the Certificate of Incorporation of the New York Corporation. | | There are no late fees if a NY Corporation does not file its Biennial Statement on time with the New York Department of State. |
-
We can fill out and file any Biennial Statement with the New York Secretary of State after your New York Business gets going.
|
|
6. Keep proper records of your New York Corporation on file
|
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
|
less...
|
|
What information do I need in order to Incorporate in New York? |
In order to Incorporate in New York you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
more...
|
less...
In order to Incorporate in New York you'll need the following information about your new Company:
- The name of your new New York Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in New York (not a PO Box)
- Name and address of your New York Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the New York Corporation
- Names and addresses of the initial Directors of the New York Corporation
Remember - ALL the information that you provide when you Incorporate in New York becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in New York.
|
How long does it take to Incorporate in New York? |
|
Processing times for new New York Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new New York Articles of Incorporation takes the state around 3 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your New York LLC.
|
|
PLEASE NOTE: WE CANNOT GUARANTEE NEW YORK SECRETARY OF STATE PROCESSING TIMES.
|
We are dependent on, and have no control over, the staff and systems of the New York Secretary of State.
In our experience 3 business days is the time it usually takes the New York Secretary of State to process
a new New York Corporation application.
We get your New York Corporation application to the NY Secretary of State ASAP.
Once it is at the state we have no control over the new New York Corporation application process.
|
|
Are there any Expedited Processing Options for new NY Corporation Filings?
|
| For $50 we can get your New York Corporation filing approved by the NY Secretary of State within 24 hours of the time that you submit your order. |
How much does it cost to Incorporate in New York? |
The state of New York charges $185.00 to Incorporate in NY.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the NY Secretary of State.
If you choose All Business Documemnts to help you Incorporate in New York our processing fees are $125.00.
We start processing your new New York Corporation order as soon as we get it.
Total cost includes:
- NY Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the New York Secretary of State
- Certified Copies of Articles
- New York Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
|
What is a New York Professional Corporation? |
|
Generally, if you are required to obtain some kind of license before you can market your skills in the state of New York then you will
most likely need to form a New York Professional Corporation.
more...
|
less...
Generally, if you are required to obtain some kind of license before you can market your skills in the state of New York then you will
most likely need to form a New York Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the New York Secretary of State.
Depending on exactly what it is that you want to do in New York, approval from a specific New York state agency or board may be required before the NY Secretary of State will approve a new
New York Professional Corporation filing.
This could add to the total processing time for a new New York Corporation.
Click here for more information on a
New York Professional Corporation.
|
New York Foreign Corporation Qualification |
|
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. more...
|
less...
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.
Click here for specific requirements for
New York Corporation Foreign Qualification.
|