New York Corporation
What is a New York Corporation?
New York Corporation or New York INC, is a business formation registered with the New York Secretary of State. The New York Corporation will be able to issue shares of stocks to employees and investors, unlike an LLC in New York.
New York Corporation Requirements
- State Filing Fee of $125.
- A Registered Agent located in New York. See our service here.
- Certificate of Incorporation.
New York Corporation Structure
NY Corporations are structured legally with the New York Certificate of Incorporation. Like many states, the document for a Corporation formation is short and simple.
The required information to be listed:
- Mailing Address
The exact name of the New York Corporation is to be listed on the New York Articles of Incorporation.
It is stated through generic purpose that the purpose of the New York Corporation is to engage in any lawful act or activity for which a Corporation in New York may be organized under the Business Corporation Law.
When submitting the Certificate of Organization to file a New York Corporation, you will be required to list the county, within the state of New York, in which the office of the Corporation is to be located.
The New York Corporation shall have the authority to issue a class and amount of shares of stock.
An address in which the New York Secretary of State shall mail a copy of any process accepted on behalf of your Corporation is to be listed.
An Incorporator name and address is a requirement to file a New York Corp.
|New York Incorporation Facts|
|The Form||Certificate of Incorporation|
|The Agency||NY Department of State Division of Corporations|
|The Filing Fee||$135|
|Our Fee||$280 (includes registered agent)|
|24 Hour Expedite||$25|
|Biennial Statement Due Date||Anniversary Month|
|Annual Franchise Tax Report Due||March 15|
|Corporate Tax Rate||7.1% (for general business taxpayers)|
How to File a New York Corporation
Steps to Form a New York Corporation:
- Selecting a New York Corporate Name. Section 301 of the Business Corporation Law lays out specific requirements for corporate names in New York. To form a corporation, the name must be distinguishable from other business entities already registered and must not use any prohibited words or phrases.
- File Certificate of Incorporation. A New York incorporation is begun by filing a Certificate of Incorporation with the Department of State Division of Corporations. There is a $125 filing fee. The filing can be completed online.
- Designate a New York Registered Agent. A registered agent is designated on the Certificate of Incorporation. A registered agent accepts service of process and other certified business documents for clients. All documents are forwarded to clients in a timely manner.
- Write Corporate Bylaws. Once you form a corporation, the corporate bylaws need to be written and adopted by the shareholders. Bylaws outline the ownership of the corporation, various rights and responsibilities, and the overall management of the corporation.
- Open Corporate Bank Accounts. After a New York incorporation is complete, corporate bank accounts should be opened to handle all the monetary transactions of the company.
- File Biennial Statement. Every two years a corporation must file a biennial statement with the Department of State. There is a $9 filing fee. The statement is filed in the anniversary month of formation.
Can I Form a Corporation Online?
Yes. The Department of State allows for New York incorporation through its website.
How Do I Amend My Articles of Incorporation?
A Certificate of Correction can be filed with the Division of Corporations to make alterations to any document already filed. You must record the mistake or defect to be corrected, or the provision to be corrected or eliminated. You must also include the new, correct version. There is a $60 filing fee.
New York Corporation Registered Agent
A New York registered agent:
- Maintains a registered office (physical street location within the state, not a PO box)
- Keeps registered office open during regular business hours, year round
- Accepts and signs for service of process and certified business mail on behalf of clients
- Forwards all documents to clients in a timely manner
The corporate bylaws designate ownership and management of the corporation. They should address, at the very least: initial shareholders; rights and responsibilities of shareholders, directors and officers; management structure; allocation of profits and losses; shareholder meeting time, location and procedures; amendment process.
What is an S-Corporation?
When you form a New york Corporation, you can elect to have the corporation taxed as an S-Corporation. This is a tax designation, and it is made with the IRS, not with the Department of State. An S-Corporation designation does not change the structure of the corporation. It only changes the way the company is taxed.
S-Corps are taxed as pass-through entities, similar to LLCs. Profits and losses pass-through the entity to the individual shareholders, and taxes are assessed on individual tax returns. There is no corporate entity tax for an S-Corp.
Only certain corporations are eligible for an S-Corp designation. You should consult with a tax professional to understand the full ramifications of such a change.
Biennial Statement and Taxes
Once a New York incorporation is complete, the company will file a biennial statement every two years in the anniversary month of formation. If the corporation was formed in February, it must file in February.
An annual Franchise Tax Report is due each year by March 15. The state corporate tax rate is 7.1% for general businesses.
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