Form an S-Corp in New York
Everything you need to know about forming an S-Corp 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
Search the New York Department of State's entity database to ensure your desired corporate name is available and complies with NY naming rules. The name must include a corporate designator such as 'Inc.', 'Corp.', or 'Incorporated', and you may optionally reserve the name for 60 days for a $20 fee.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in New York who is authorized to receive legal and official documents on behalf of the corporation. The registered agent can be an individual resident or a qualified commercial registered agent service.
1-2 hours
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 document must include the corporate name, county of principal office, registered agent information, and the corporate purpose, along with the $125 filing fee.
1-2 hours
Adopt Corporate Bylaws
Draft and adopt corporate bylaws that outline the internal rules and governance procedures of the corporation, including the roles of directors, officers, and shareholders, meeting procedures, and voting rights. While not filed with the state, bylaws are legally required and should be kept with corporate records.
2-4 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Hold an Organizational Meeting — Conduct the initial organizational meeting of the board of directors to formally adopt the bylaws, appoint officers, authorize issuance of stock, and address other organizational matters. Minutes of this meeting should be recorded and maintained in the corporate records book.
- •Obtain EIN and Elect S-Corporation Status — Obtain a Federal Employer Identification Number (EIN) from the IRS, then file IRS Form 2553 (Election by a Small Business Corporation) to elect federal S-Corporation tax status. All shareholders must sign the election, and it must be filed no later than 2 months and 15 days after the beginning of the tax year for which the election is to take effect.
- •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 the corporate franchise tax under Article 9-A. Obtain any required business licenses or permits at the state, county, or local level relevant to your industry and location.
Advantages
- ✓Pass-through taxation avoids double taxation — corporate income, losses, deductions, and credits pass through to shareholders' personal tax returns at the federal level.
- ✓Shareholders who are active employees can reduce self-employment tax liability by splitting income between a reasonable salary and S-Corp distributions, potentially yielding significant payroll tax savings.
- ✓Limited liability protection shields shareholders' personal assets from corporate debts and legal liabilities, similar to a C-Corporation.
- ✓Enhanced credibility and formal structure can be advantageous when seeking outside investment, entering contracts, or establishing relationships with vendors and customers.
Considerations
- •Strict IRS eligibility requirements limit S-Corps to no more than 100 shareholders, only one class of stock, and restrict shareholders to U.S. citizens or permanent residents — disqualifying corporate or partnership shareholders.
- •New York imposes its own separate S-Corporation franchise tax and requires a separate state-level S-Corp election via Form CT-6, adding complexity and cost beyond the federal election.
- •More administrative burden than an LLC, including requirements to hold annual meetings, maintain detailed corporate minutes, and adhere to formal corporate governance procedures.
Annual Obligations
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