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 and Reserve a Corporate Name
Select a unique corporate name that includes a designator such as 'Inc.', 'Corp.', 'Incorporated', or 'Corporation' and is distinguishable from all existing entities on file with the NY Department of State. You can optionally reserve the name for 60 days by filing a Name Reservation application with a $20 fee.
30-60 minutes
Appoint a Registered Agent
Designate a registered agent (called a 'registered agent for service of process' in New York) who has a physical street address in New York State and is available during normal business hours to receive legal documents. This can be an individual or a commercial registered agent service.
15-30 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 where the office is located, number of authorized shares, and the registered agent's name and address. The filing fee is $125.
1-2 hours
Fulfill the Publication Requirement
Within 120 days of incorporation, publish a notice of formation in two newspapers (one daily and one weekly) designated by the county clerk in the county of the corporation's principal office. After publication, an Affidavit of Publication must be filed with the Department of State along with a $50 filing fee.
6-10 weeks
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Draft Corporate Bylaws and Hold Organizational Meeting — Create corporate bylaws that govern the internal operations of the corporation, then hold an organizational meeting of the initial board of directors to adopt the bylaws, elect officers, authorize the issuance of stock, and handle other initial corporate business. Bylaws are not filed with the state but are required for internal governance.
- •Obtain an 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 between personal and business finances.
- •Register for New York State Taxes and Obtain Licenses — Register with the New York State Department of Taxation and Finance for applicable state taxes, including corporation franchise tax (Form CT-3) and sales tax if selling taxable goods or services. Obtain any required federal, state, or local business licenses and permits relevant to your industry.
Advantages
- ✓Limited liability protection shields shareholders' personal assets from corporate debts and legal judgments, providing the strongest liability protection of any entity type.
- ✓Corporations can issue multiple classes of stock, making it significantly easier to raise capital from investors, venture capitalists, and through public offerings compared to other entity types.
- ✓The corporate structure (shareholders, directors, officers) provides a well-established, credible framework that is recognized and trusted by investors, lenders, and large business partners worldwide.
- ✓Corporations offer potential tax advantages including the ability to deduct employee benefits, and S-Corp status allows income to pass through to shareholders, avoiding federal-level double taxation.
- ✓Corporations have perpetual existence, meaning the entity continues regardless of changes in ownership or the death of shareholders, ensuring business continuity.
Considerations
- •New York corporations are subject to strict publication requirements costing $300 to $1,500+ depending on the county, adding significant upfront costs especially for businesses located in New York City.
- •C-Corporations face potential double taxation — the corporation pays federal and state corporate income tax on profits, and shareholders pay personal income tax again on dividends received.
- •Corporations involve more complex compliance requirements than LLCs or sole proprietorships, including maintaining bylaws, holding annual shareholder and director meetings, keeping detailed minutes, and maintaining separate corporate records.
Annual Obligations
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