Form a Corporation in New York
Everything you need to know about forming a Corporation in New York. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name that includes a corporate designator such as 'Corporation,' 'Incorporated,' 'Limited,' or an abbreviation (Corp., Inc., Ltd.). Conduct a name availability search through the New York Department of State's Corporation & Business Entity Database to confirm the name is not already in use.
30-60 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in New York State to receive legal and official documents on behalf of the corporation. The registered agent can be an individual resident or a registered commercial agent service authorized to do business in New York.
1-2 hours
Appoint Initial Directors
Identify at least one director to serve on the board of directors until the first organizational meeting where shareholders elect directors. New York law requires at least one director, and their names and addresses must be listed in the Certificate of Incorporation.
30 minutes
File the Certificate of Incorporation
Prepare and file the Certificate of Incorporation (Form DOS-1239) with the New York Department of State, Division of Corporations. The certificate must include the corporate name, county of principal office, registered agent information, number of authorized shares, and incorporator signature. File online, by mail, or in person with the $125 filing fee.
1-2 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting & Adopt Bylaws — Conduct the initial organizational meeting of the board of directors to adopt corporate bylaws, issue stock to shareholders, appoint officers, and handle other initial corporate matters. Bylaws serve as the internal governing document of the corporation and are legally required in New York.
- •Obtain EIN and Open a Business Bank Account — Apply for a Federal Employer Identification Number (EIN) from the IRS at no cost, which is required for tax filings, hiring employees, and opening a business bank account. Use the EIN to open a dedicated corporate bank account to maintain separation of personal and business finances.
- •Register for New York State Taxes & Obtain Licenses — Register with the New York State Department of Taxation and Finance for applicable taxes, including corporation franchise tax, sales tax (if applicable), and employer withholding tax. Obtain any required federal, state, or local business licenses and permits relevant to your industry and location.
Advantages
- ✓Limited liability protection shields shareholders' personal assets from corporate debts and legal obligations
- ✓Easier to raise capital through the issuance of stock and attractive to venture capital and institutional investors
- ✓Perpetual existence means the corporation continues regardless of ownership or management changes
- ✓Ability to elect S-Corporation status for pass-through taxation and avoid double taxation at the federal level
- ✓Well-established legal framework under New York Business Corporation Law provides clear governance rules and precedent
Considerations
- •Double taxation risk for C-Corporations, where profits are taxed at the corporate level and again as shareholder dividends
- •More complex and costly to maintain than LLCs, requiring formal governance, annual meetings, minutes, and strict record-keeping
- •Higher administrative burden including biennial statements, franchise tax filings, and compliance with New York Business Corporation Law formalities
- •New York's corporate franchise tax can be substantial for larger corporations, calculated on the highest of four bases including net income, capital, and minimum tax
Annual Obligations
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