How to Incorporate in New York

Step 1: Choose a Compliant Corporate Name

Your corporation's name must contain "Incorporated," "Corporation," "Limited," or an abbreviation like "Inc." or "Corp.," and be distinguishable from the names of other corporations, LLCs, and limited partnerships already on file with the Department of State. Search the Department of State's corporation and business entity database to confirm your name is available before filing, and check its list of restricted words that require another state agency's approval.

Step 2: Decide on a Registered Agent

New York automatically designates the Secretary of State as every corporation's agent for service of process, so the Certificate of Incorporation only needs to give an address where the Secretary of State will mail a copy of any legal papers received. A corporation can additionally name a separate registered agent with a New York street address if it prefers legal papers to go directly to that agent instead of through the state.

Step 3: File the Certificate of Incorporation

File the Certificate of Incorporation for a domestic business corporation with the Department of State's Division of Corporations, along with the $125 filing fee. The certificate needs the corporation's name, its purpose, the county in New York where its office will be located, the total number of shares it's authorized to issue, and the address for the Secretary of State to forward process. You can file online through the Department of State's e-filing system, by mail, by fax, or in person at the Division of Corporations in Albany. Expedited processing is available for an additional fee: $25 for 24-hour processing, $75 for same-day processing, or $150 for 2-hour processing.

Step 4: Adopt Bylaws and Hold an Organizational Meeting

Once the state approves the Certificate of Incorporation, hold an organizational meeting of the initial directors to adopt bylaws, elect officers, and authorize the issuance of initial stock to the founding shareholders. New York's Business Corporation Law doesn't require you to file the bylaws with the state; they're kept internally with your corporate records.

Step 5: Get an EIN and Open a Bank Account

Apply for an EIN with the IRS once the corporation is formed, and use it along with your filed Certificate of Incorporation and organizational resolutions to open a corporate bank account.

Step 6: Register for New York State Taxes

Depending on your business activities, register with the New York State Department of Taxation and Finance for the corporation franchise tax, and if you sell taxable goods or services, apply for a Sales Tax Certificate of Authority at least 20 days before you start selling. If you'll have employees, register with the New York State Department of Labor for unemployment insurance, withholding, and wage reporting.

Step 7: File Your Biennial Statement Going Forward

Every two years after formation, file a Biennial Statement with the Department of State for a $9 fee, listing the chief executive officer's name and address and the principal executive office's street address. The filing period is the calendar month in which the original Certificate of Incorporation was filed, and the Department of State doesn't publish a monetary late fee, though a corporation that misses it shows as past due in state records, which can affect a Certificate of Status and hold up a transaction that requires one.

A Key Difference From Forming a New York LLC

If you've looked at New York's LLC formation requirements, note one significant difference: New York LLCs must publish a notice of formation in two newspapers for six consecutive weeks within 120 days of filing, a requirement that doesn't apply to business corporations formed under the Business Corporation Law. For a side-by-side look at New York's LLC-specific requirements, see our New York LLC guide, though keep in mind the fees and publication rule described there are for LLCs, not corporations.

Don't Assume New York's LLC Fees Apply to Your Corporation

New York charges different fees for LLCs and corporations even for comparable filings; an LLC's Articles of Organization cost $200, while a corporation's Certificate of Incorporation costs $125. Confirm the corporation-specific fee for any filing, including the Biennial Statement and any later amendment, rather than assuming an LLC figure you've seen elsewhere applies.

Authorized Share Count Can Affect New York State Taxes

New York calculates certain corporation franchise tax measures partly based on the corporation's business and investment capital, which can be affected by how many shares you authorize and their stated value. Talk to a tax professional about how your authorized share structure interacts with New York's franchise tax before finalizing your Certificate of Incorporation.

Professional Corporations Follow a Separate New York Process

Licensed professionals, such as doctors, lawyers, and accountants, generally form a professional service corporation under a different section of New York's Business Corporation Law, with its own certificate and licensing board approval requirements, rather than the standard business corporation process described here.

This Is Not Legal or Tax Advice

New York's specific requirements can change, and the right approach depends on your business's activities and structure. Confirm current fees and forms on the Department of State's own website before filing, and talk to a business attorney if your corporation involves licensed professional services or a complex share structure.

Expedited Filing Can Be Worth It in New York Specifically

Because standard New York filings can take longer than in some other states, the $25 24-hour expedite fee is relatively inexpensive insurance if you're on a deadline to close a bank account, sign a lease, or meet an investor's timeline. Weigh the modest extra cost against how firm your deadline actually is before deciding whether to pay for expedited processing.

Confirm Your County Before Filing

The Certificate of Incorporation asks for the New York county where your office will be located, which affects where certain notices and local tax matters are handled. Double-check this detail against your actual business address before submitting, since correcting it afterward means filing an amendment.