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.

A New York Professional Corporation may render Professional Services in the state of New York only through individuals licensed or otherwise authorized in New York to render the specific Professional Service.

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 Professional Corporation.

New York Professional Corporations are commonly formed by a group of licensed Professionals who want to open a joint practice.   The main advantage of Forming a New York Professional Corporation is that malpractice by one of the Professionals will not be held against the other Professionals if they we're not involved in the malpractice.

The short answer is no.  The state of New York does not legally require a lawyer to form a New York Professional Corporation.

Our detailed Professional Corporation Information page may help you understand some of the implications of forming a New York Professional Corporation.  However, if there is anything about Forming a Professional Corporation 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 Form a Professional Corporation in New York. 

Once you have made the decision to Form a Professional Corporation 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 Professional Corporation.

You are not legally required to reserve a Company Name for a new New York Professional Corporation before you submit your application to Form a Professional Corporation in New York.

Whether or not you need to reserve a company name for your new New York Professional 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.

If the Name you have chosen for your new New York Professional Corporation is already in use by a currently active New York Corporation or LLC, and you still want to use that Professional 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 Professional Corporation is available before we submit your Professional Corporation 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.

A New York Professional Corporation corporate name must comply with all laws and regulations for regular New York Corporation corporate names.

In addition, a New York Professional Corporation corporate name may not contain any language stating or implying that it is incorporated for a purpose other than that authorized by its Articles of Incorporation.

A New York Professional Corporation corporate name must also conform with the name regulations of any applicable New York Professional licensing board.

1. Choose a name for your New York Professional Corporation
   
   
   Your New York Professional 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 Professional Corporation name that you choose must be distinguishable from the name of any other registered New York Professional 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 Professional 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 Professional Corporation name must not be a name that is likely to mislead the public.
   
   The name of a New York Professional Corporation must include the word "Corporation" or "Incorporated" or an abbreviation of one of these words.
   
   It's important to choose a good name for your New York Professional 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).

   Our New York Professional Incorporation services include:

   • Check to make sure that your New York Professional Corporation name is available
   • Make sure your New York Professional Corporation name conforms to state of New York regulations
   • Reserve your New York Professional Corporation name with the New York Secretary of State if necessary
2. Select an official address and a Registered Agent for your New York Professional Corporation
   
   
   Every New York Professional 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 Professional 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 offer Registered Agent Services in New York and any other state as part of our Professional Incorporation Services.
3. Choose a Board of Directors for your New York Professional Corporation
   
   
   All New York Professional Corporations are required to have a Board of Directors.  Directors are the people who will set policies for your New York Professional 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 Professional 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 Professional Corporation unless the Articles of Incorporation or Bylaws require it.
   
   Normally Directors for your New York Professional 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 Professional Corporation
   
   
   The Board of Directors elects Officers for your New York Professional 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 Professional Corporation.  Officers handle the day to day operation of the New York Professional Corporation.
   
   Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a New York Professional 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.
   
   One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings and for authenticating records for the New York Professional Corporation.
   
   
5. Determine how you want your New York Professional Corporation to be taxed
   
   
   The New York Corporate Income Tax Rate is %.  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.
   We can prepare the S Corporation election form for your New York Professional 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 Professional Corporation but you will have to pay a fee to the state of New York in order to make the changes official.
   We can prepare your Articles of Incorporation and file them with the New York Secretary of State.
7. Get a Federal Employer Identification Number (FEIN) for your New York Professional Corporation
   
   
   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 Professional Corporation.  All New York Professional Corporations are required to have an FEIN.
   We can get a FEIN for your new New York Professional Corporation as soon as it is approved by the New York Secretary of State.
8. Issue Stock Certificates to the Initial Shareholders
   
   
   Corporate stock is evidence of ownership of a New York Professional Corporation.  When you form your New York Professional 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 Professional Corporations hold 100% of the shares.
   
   Stockholders in a New York Professional 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 Professional Corporation is able to make all Corporate business decisions.  New York Professional Corporations usually hold at least 51% of the corporate stock in order to retain control of the New York Professional Corporation.

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 Professional 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 Professional 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 Professional 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 Professional Corporation's Articles of Incorporation.  A copy of the Corporate Bylaws should be maintained at the Corporation's principal New York office.
   
   
   We can create Bylaws for your new New York Professional Corporation which are customized for your specific business and comply with all New York Secretary of State requirements.
2. Open a Business Bank Account in New York your New York Professional Corporation
   
   
   It's very important that you have a separate business bank account for your New York Professional 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
   
   
   Note that forming a New York Professional Corporation doesn't take the place of obtaining a business license, tax registration certificate, or other required business permits.  A New York Professional 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 Professional 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 Professional 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 Professional 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 Professional 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.
   
   
   We can research and identify the business licenses and permits which your New York Professional Corporation will require.
4. Hold Meetings of Shareholders and Directors of each year
   
   
   Every New York Professional 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 Professional 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 Professional Corporation a lot of potential trouble.

   We can transcribe the minutes of any meeting of your New York Professional Corporation into a form that complies with all state of New York requirements.
5. File the required New York Professional 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.
   
   For example, if you incorporated on July15, then your biennial report is due every two years by July 31.
   
   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 the initial and any Biennial Statement with the New York Secretary of State after your New York Professional Corporation gets going.
6. Keep proper records of your New York Professional Corporation on file
   
   
   Keep the following records on file and available at the principal business office of your New York Professional Corporation:

   • Names and addresses of all Directors and Officers of the New York Professional Corporation
   • Articles of Incorporation for the New York Professional Corporation and any Amendments to them
   • Corporate Bylaws for the New York Professional Corporation and any Amendments to them
   • List of current shareholders of the New York Professional 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 Professional Corporation
   • Copies of all tax returns and Annual Reports for the New York Professional Corporation for the last 3 years

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.

Processing times for new New York Professional 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.

One more required action adds to the time it takes for final approval of a New York Professional Corporation.  The New York Secretary of State requires Professional Corporation applicants to obtain a Good Standing Certificate from the New York State Department of Education, Division of Professional Licensing Services.  The Good Standing Certificate must be included with the Professional Corporation application.  Sometimes the process of getting a Good Standing Certificate from the Department of Education can take a few weeks or more depending on their workload.
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 Professional Corporation application. We get your New York Professional Corporation application to the NY Secretary of State ASAP. Once it is at the state we have no control over the new New York Professional Corporation application process.

The state of New York charges $335.00 to Incorporate a Professional Corporation.  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 Documents to help you form your Professional Corporation in New York our processing fees are $185.00.  We start processing your new New York Professional Corporation order as soon as we get it.