If you’re running a thriving business, incorporating it can be the next best step. After all, doing so offers numerous advantages, including enhancing your business’s credibility and protecting your personal assets.
Fortunately, forming a corporation nowadays has been made easier and more convenient thanks to the numerous incorporation services that can handle the process on your behalf.
However, the processes, regulations, and other considerations for forming corporations vary from state to state. Because of this, you’ll need to be aware of what they are to ensure full compliance when filing for your company’s incorporation.
So, if you’re thinking of forming a corporation based in New York, this comprehensive guide can help. It will cover all the steps necessary for forming New York corporations – from choosing your company name to the state’s requirements.
With that said, please continue reading below to check them out.
An Overview of New York Corporations
Before delving deeper into the steps of starting one, let’s first discuss a few things about New York corporations. First, the state of New York tends to be more stringent when it comes to its rules and regulations, requiring corporations to observe full compliance with state laws.
Moreover, depending on what type of business entity your company is, the requirements for compliance will be different. In this case, the standard options for corporations in New York include the following:
- Limited Liability Companies (LLC)
- S Corporations
- C Corporations
LLCs are the most straightforward option out of the three, with less stringent rules and regulations than S and C Corporations.
On the other hand, New York offers more tax advantages for S Corporations than LLCs or C Corporations. Still, you can also choose to be considered as an S Corporation by filing a form with the IRS.
Benefits of Starting a Corporation in New York
The state of New York is home to numerous businesses in the country, both small startups and larger enterprises alike. Corporate giants like J.P. Morgan Chase and NBC had their start in New York.
Moreover, your business doesn’t have to be in the Big Apple metropolis to enjoy the benefits of starting a corporation; you can also do so even when it’s based outside of New York City.
With that said, here are some of the benefits of starting a corporation in New York.
- Solidify Your Business Identity
Credibility is crucial for many businesses, and establishing your corporation in New York can help add to your company’s credibility. In addition, as an incorporated business, your customers are more likely to trust your brand for purchases, and suppliers might offer more flexibility in their terms.
Similarly, being an incorporated business in New York can pave the way for you to open a US-based bank account, which can significantly benefit your business.
- Tax Benefits
Similarly, registering your business in New York means that you can enjoy the numerous tax incentives the state has to offer. Considering that New York isn’t the most tax-friendly state in the US, this can help offset the burden of taxes on businesses.
For example, LLCs in New York enjoy a “pass-through taxation,” meaning businesses aren’t taxed directly, only the owners. So, with a New York LLC, you will only be taxed once.
Moreover, you can choose from three different taxation options, such as opting to be taxed as an S Corporation, which offers more benefits for businesses.
- Flexibility in Ownership
Aside from that, New York LLCs can also enjoy a higher level of flexibility regarding the company’s ownership and management structure. For example, your company can be a single-member or multi-member LLC.
Then, in a multi-member setup, you can choose to have it managed by the members or an appointed manager.
Starting a Corporation in New York: A Step-by-Step Guide
Forming a corporation in New York involves similar steps as the incorporation process in other states, only with slight differences. Businesses must comply with the specific regulations in New York if they want to form their corporation there.
With that said, here’s a comprehensive guide to starting a corporation in the state of New York.
#1. Determine Your New York Corporation’s Name
Before filing for incorporation in New York, you first need to determine what you’ll name your corporation. This will serve as your company’s official name on all transactions and legal documents, so it should be unique to your company.
Aside from this, the state of New York also has established guidelines regarding how you name your corporation. Therefore, when choosing one, you should ensure that it complies with the state regulations before filing.
In this case, the state department imposes the following naming guidelines for corporations based in New York:
- It should include the word “corporation,” “limited,” or “incorporated.” Similarly, you can use an abbreviation of the said words as alternatives.
- You need to meet certain conditions and gain official approval to use prohibited or restricted words in your company name.
- It should be unique to your business, so no other company in New York should be named the same.
- Using words associated with government agencies like treasury, FBI, and state departments in your company is prohibited.
- Similarly, using terms or phrases considered indecent, rude, or degrading to others as your company name is prohibited.
You may check the official guidelines for more details. In addition, you also need to check your preferred company name’s availability using the New York Department of State’s business name database. This can be accessed through their official website.
Doing this can ensure the uniqueness of your chosen business name, especially if you’re filing for incorporation as a DBA or with an assumed name.
Suppose you’ve already chosen a name and determined it’s available. In that case, you can also opt to reserve it for 60 days if you’re not ready or currently unable to file your incorporation.
For this, you’ll need to submit the form, Form 0234-f Application for Reservation of Name, to the New York state department. However, you should note that you’ll have to pay a fee of 20 USD to reserve the name.
Likewise, if you’re planning to establish an online presence, you’ll also need to secure your business’s domain name for your website. Even if you don’t plan on creating an official site, securing your domain name can prevent others from using it as their own. You can find our detailed step-by-step guide about naming corporations in New York here.
#2. Find and Assign Your Company’s Registered Agent
Once you have your official business name, the next step is to assign your company’s registered agent. This is because the New York Department of State also requires all NY-based corporations to have a registered agent to receive a company’s official documents on their behalf.
In this case, if you don’t assign one for your company, the New York Secretary of State will be selected as the company’s default registered agent. So, unless you designate someone else, they will serve as your company’s first point of contact whenever you receive legal paperwork.
In New York, your chosen registered agent can be an individual, a professional service, or another business entity. You can even serve as your company’s own registered agent, provided you meet the following criteria:
- Aged 18 years old and above
- Always available for in-person meetings during regular business hours
- Have a physical address in New York
Nevertheless, most business owners are advised against acting as their own registered agent, as it can entail several disadvantages.
On the other hand, designating others to be your company’s registered agent can help you focus more on its operations and leave the task of handling official notices to them. You can find our detailed guide about hiring a registered agent in New York here.
#3. Select Your Company’s Corporate Directors and Determine the Share Structure
The next step to incorporating your business in New York is to select who your company’s initial directors are and identify your share structure. In New York, corporations must have at least one director who will be responsible for the company’s operational bylaws.
In this case, they will oversee all the implementation, modification, and annulment of these bylaws. Aside from this, your company’s corporate directors will also be in charge of supervising, electing, and removing officers. They will do this until the company’s first shareholders’ meeting.
However, when filing for your business’s incorporation, you only need to list at least one to serve as the company’s corporate director on your Certificate of Incorporation.
Of course, aside from this, you’ll also need to determine the company’s share structure. In this case, a “share of stock” signifies just how much of the company a shareholder or stock owner owns.
For example, if there’s only one shareholder, they would own 100% of the corporation. If there are multiple shareholders, you’ll need to specify how much of the corporation each owns.
Moreover, these shares can be further categorized into “classes,” wherein each class holds different privileges and rights in the company. Likewise, there can be multiple classes, so you’ll need to identify how many authorized shares can be issued to stockholders.
Identifying your company’s share structure is essential since New York’s state department requires all corporations to issue stocks to shareholders.
#4. File Your Certificate of Incorporation with the Department of State
Once you’ve established the groundwork for your corporation, you can now file your Certificate of Incorporation online or file the Form DOS 1239 via Fax or in-person with the New York Department of State. Doing so will start the process of setting up your corporation in New York.
Department of State Division of Corporations
State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave.
Albany, NY 12231
Fax: (518) 474-1418
Filing Fee: $125
In this case, this document will cover all essential information about your company, including the following:
- Official corporate name
- The county where its principal office will be located
- All the incorporators’ names and addresses
- Official registered office address
Filing for incorporation in New York entails paying 125 USD as the company’s filing cost. In this case, you can submit the form to the State Department in several ways, such as by Fax, mail, in person, or online.
Another piece of information you should know about incorporating in New York is that the form provided by the state department only authorizes up to 200 shares without par value.
Therefore, if you’re planning to issue more than 200 common shares or adopt a multiple class share structure, you’ll need to create your own Certificate of Incorporation. In this case, most legal counsel’s advice starts with 10 million shares for a higher level of flexibility.
In this case, creating your own Certificate of Incorporation will also require an Incorporator’s Statement, a document that details all the company’s corporate directors, including their full names and addresses.
This is to identify who the initial directors would be until your company elects a board of directors during its first shareholders’ meeting.
#5. Meet All Compliance and Legal Requirements
After filing your Articles of Organization or Certificate of Incorporation, you’ll have to wait until your company is already established. In New York, you can expect to wait around six to seven weeks for your company’s incorporation to be processed.
Then, once your company’s incorporation has been approved, the next step would be to meet all the state’s compliance and legal requirements. For example, if you’re based in New York, you’ll need to do the following:
Obtain your business licenses and permits
Businesses are required to have a general business license or business tax certificate to operate in New York. In some cases, you’ll also need to obtain permits and licenses from your township, county, and other federal or industry bodies.
So, you’ll need to secure this and any other necessary permits to start your company operations in the state.
Obtain your company’s EIN
Aside from the business licenses and permits, you’ll also need to get your company’s EIN or Employer Identification Number.
Also known as your Federal Tax ID, the IRS issues this 9-digit number as your company’s unique identification for tax purposes. However, you’ll need to ensure that your incorporation request has been approved before applying for one.
File for taxes with New York’s Department of Taxation and Finance.
In addition, you’ll also need to file your company taxes with the Department of Taxation and Finance in New York. This is because the state’s tax law requires all corporations to file their tax reports and pay taxes, starting from the establishment of your corporation’s existence.
This arrangement is valid even if your corporation loses money or doesn’t conduct business. Moreover, this will continue until the New York Secretary of State dissolves your corporation.
#6. Prepare Your Company’s Corporate Bylaws
While the state of New York doesn’t require you to have or submit bylaws to the state, you will still need to create them for your corporation’s success. This is because bylaws serve as the company’s framework for its basic operational rules.
As a result, you and all others in the company will know what to expect from its operations and potentially help resolve any issues with them.
Moreover, these bylaws can also add to your company’s credibility, showing entities like the IRS, creditors, and banks that your new corporation is legitimate.
#7. Hold the First Board of Directors Meeting
New York law requires all corporations to have a board of directors, and this first meeting is considered a crucial time in the company’s life cycle.
During this meeting, the initial directors will determine the fiscal year, adopt the corporate bylaws, and appoint the company’s corporate officers. Aside from this, the initial directors will also issue the stockholders’ shares during this meeting.
You should note that New York’s law requires all board meetings, including this, to be recorded in the corporation’s minutes and stored with the company’s records. Failing to maintain these minutes can affect the company’s protection against liability and tax benefits.
#8. Create a Corporate Records Book
Aside from that, you’ll also need to create your company’s corporate records book, which will serve as the centralized location for all its essential documents.
These include your corporation’s Articles of Incorporation, meeting minutes, company bylaws, stock certificate ledger, and more.
This allows you to limit your company’s liability and help you organize crucial documents for various purposes.
#9. Open a Corporate Bank Account
Once you have established your business entity, it’s best to open a separate bank account for your business’s finances. Not only is it practical, but doing so helps keep your personal assets separate from the company’s, protecting both you and your company from potential liabilities.
In this case, banks will most likely require you to submit a copy of your company’s EIN, the Articles of Incorporation, and a document identifying authorized persons if they’re not indicated in the company’s Articles.
#10. File Your Biennial Statement
Aside from taxes and other legal documents, corporations based in New York must file a biennial statement every two years. This document details the company’s updated information, allowing the state to ensure their records are always up-to-date.
Your company’s biennial statement should be filed with the state’s Department of Revenue using a form issued by the New York Department of State.
Starting a Corporation in New York with Incorporation Services
As you can see, establishing your corporation in New York entails following multiple steps, and the process can be grueling. Fortunately, nowadays, there are already numerous incorporation services that will help you establish your company’s business entity more easily.
In this case, these services will handle all the complex processes involved in establishing your corporation in New York, including submitting the paperwork to the Department of State to do so.
Moreover, these services will know all the ins and outs of incorporating a company in your specific state, which is essential since the incorporation laws and regulations can vary from area to area. Because of this, you don’t have to undergo the arduous process of researching and complying with New York’s incorporation requirements. Instead, you’ll have to send them the requirements and let them handle the rest. This will allow you to focus more on the other aspects of running a business.
In addition, some of these incorporation service providers also include registered agent services as part of their packages, so you don’t have to worry about finding one on your own. In some cases, you can avail of these services at an additional cost. Aside from that, some incorporation services also offer expedited processing in some states, which can significantly shorten just how long you need to wait for your company’s incorporation.
Furthermore, most more prominent incorporation service providers also notify you about any upcoming compliance requirements, even after they have finished handling your incorporation. Because of this, you can submit and comply with state laws on time, preventing penalty fees and other potential legal complications. Overall, these services can be excellent to cover all your bases when incorporating your company.
Of course, like with most services, there are downsides to using an online service for this. One of these includes the lack of customization for their services, so you’ll have to pick the best plan for your needs.
In some cases, a certain degree of personalization is available. However, you’ll need to pay extra to avail of these add-ons. So, while these are helpful, consulting with a legal professional can help you gain a more profound insight into the process.
Nevertheless, suppose you’re looking to eliminate much of the hassles involved in incorporating a business. In that case, it might be a good idea to consider using these services to do so.
Incorporating your business can undeniably offer numerous benefits, including better liability protection and improved business credibility and stability.
In this case, establishing your corporation in New York can be an excellent idea since the state offers numerous opportunities and advantages for business owners, whether in the big city or elsewhere.
However, filing for incorporation can be an arduous process, so doing your research is essential to do so successfully. Of course, you also have the option to file for incorporation using an online service to make things easier.
Nevertheless, regardless of which route you go, it’s crucial to familiarize yourself with the process to ensure you fully comply with the requirements.