Form a New York Corporation

New York incorporation can be complex because of the myriad of laws applicable to New York corporations. When incorporating in New York, it’s important that you work with professionals who are experienced with New York incorporations. Be careful when incorporating online. Know who you are working with and make sure they are New York incorporation experts. Form a New York corporation, the right way, with LawInc. We are New York incorporation experts and will make sure your New York corporation complies with all requirements set forth by the New York Secretary of State. Click “Order Now” to form your New York corporation today. Read the following more to learn more about incorporating your New York business.

Incorporating in New York

Incorporating in New York can be vital to businesses based of New York. At LawInc, we prepare your New York corporation Certificate of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your New York corporation Tax ID number and file your S corporation election with the IRS.

New York Incorporation Information

The following New York incorporation information will likely be helpful when deciding to incorporate in New York.

New York Corporation Name

The first step in forming an New York corporation is selecting the business name. New York corporation names:

• Must contain the word “corporation,” “incorporated,” “limited,” or an abbreviation of one of such words; or, in the case of a foreign corporation, it must add at the end of its name one of such words or an abbreviation thereof.
• Shall not contain any of the following phrases, or any abbreviation or derivative thereof: board of trade, state police, urban development, chamber of commerce, state trooper, urban relocation, community renewal, tenant relocation.
• Cannot be deceptively similar to, or similar to the name of any other registered new York corporation.
• Cannot contain any word which are indecent, obscene, or which ridicules or degrades any person, group or belief.
• Cannot contain any words which will could mislead the public into believing that the corporation is a government agency or a public corporation.
• Cannot contain language stating or implying that the New York corporation is another business entity or that it is organized for a purpose other than that permitted by state law and its Certificate of Incorporation.
• Cannot include any of the following words, without prior approval of the New York governmental agency providing oversight:
  • Bank, loan, mortgage, insurance, indemnity, endowment, trust, annuity, title, benefit and words with similar meanings;
  • Medicine, doctor, lawyer;
  • Union, labor counsel;
  • Blind, handicapped; or
  • Words which suggest that the corporation is a school or day care center.

LawInc.com permits you to choose up to three names and will conduct a name search for your New York corporation, prior to filing.

New York Corporation Formation

New York Filing Procedure: To incorporate in New York, you must file a New York Certificate of Incorporation with the New York Department of State. The Certificate of Incorporation

New York Certificate of Incorporation: The Certificate of Incorporation should state:

• Corporation name.
• Corporate purpose.
• County where corporate office is located.
• Total number of shares and par value.
• Registered agent.

New York Corporation Initial Tax/Stock: New York taxes domestic corporations (corporations incorporated in New York) on their capital stock (the total amount of stock authorized for issue by a corporation). As a domestic corporation you must pay this initial tax upon organization. The amount is .05 percent of the par value (face value) of all authorized shares. If your corporation has shares that do not have a par value, the tax rate is five cents on each authorized share of stock. The minimum organization tax under this provision is $10. Foreign corporations (corporations organized in a state other than New York), but you want to do business in New York, you will also have to pay this organization tax. Your foreign corporation is required to pay .05 percent of the face value of issued capital stock employed in the state for par value shares, plus five cents on each share without par value. The minimum organization tax under this provision is $10.

It is common for closely held corporations formed in New York to have an initial authorized capital of 200 shares of no par common stock since this is the largest number of no par shares that can produce the minimum organization tax of $10

Corporate Purpose: You may form a New York corporation for any lawful purpose. The Certificate of Incorporation need not designate a purpose.

New York Corporate Directors: The New York corporation board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the Certificate of Incorporation or bylaws. A director must be a natural person 18 years or older. There are no residency requirements for directors.

New York Incorporator: Minimum number of New York incorporators is one and there is no requirement that the organizer be an New York resident. The incorporator must be a natural person that is at least 18 years old.

New York Corporation Registered Agent: An New York corporation must maintain a registered agent and office to receive service of process in New York. The New York registered agent should be available, at an New York physical address, during normal business hours to accept important legal and tax documents on behalf of the New York corporation. The registered agent must sign and state that he/she is familiar with and accepts the obligations of the position.

New York Professional Service Corporation (PC): The following licensed professionals can form a “Professional” Service Corporation (PC) in New York: Acupuncturist, Architect, Athletic Trainer, Attorney, Audiologist, Certified Clinical Laboratory Technician, Certified Dental Assistant, Certified Public Accountant, Certified Shorthand Reporter, Chiropractor, Clinical Laboratory Technologist, Creative Arts Therapist, Cytotechnologist, Dental Hygienist, Dentist, Dietitian/Nutritionist, Interior Designer, Landscape Architect, Land Surveyor, Licensed Clinical Social Worker, Licensed Master Social Worker, Licensed Practical Nurse, Marriage and Family Therapist, Massage, Therapist, Medical Physicist, Mental Health Counselor, Midwife, Nurse Practitioner, Occupational Therapist, Occupational Therapy Assistant, Ophthalmic Dispenser, Optometrist, Pharmacist, Physical Therapist, Physical Therapist Assistant, Physician, Podiatrist, Professional Engineer, Psychoanalyst, Psychologist, Public Accountant, Registered Physician Assistant, Registered Professional Nurse, Registered Specialist Assistant, Respiratory Therapist, Respiratory Therapy Technician, Speech-Language, Pathologist, Veterinarian or Veterinary Technician. For a more detailed list, visit: http://www.op.nysed.gov/prof.

The New York Department of State, Division of Corporations, requires proof of licensure before forming a professional corporation. For more information on New York professional corporations, visit: http://www.op.nysed.gov/corp/pcorpdomestic.htm.

New York Corporation Post-Filing Requirements

New York Corporation Biennial Report: The New York Department of State, Division of Corporations, requires that Corporations and LLCs file a Biennial Report. The Biennial Report is due on the anniversary date of filing of the company. The Annual Report form is mailed approximately 1 month prior to the due date. Online filing is currently unavailable for the NY Biennial Report. The filing fee is $9. Failure to file the Annual Report form will result in the administrative dissolution or revocation of the New York corporation.

New York Corporation Minutes: New York corporations should prepare annual shareholder and director minutes.

New York Corporation Taxes

New York Corporation Taxes: For New York corporate tax rate information, visit: http://www.tax.state.ny.us

New York C Corporation: All New York corporations formed by default are “C” corporations. A New York C corporation is a New York corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. New York C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, New York C corporations offer many planning and benefit opportunities.

New York S Corporation: A New York S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. New York S corporations are not subject to the double taxation C corporations encounter. New York S corporations must also complete New York Form CT-6 and file with the New York Tax Department.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. All New York corporations should obtain an EIN.

New York Corporation Dissolution

State of New York: In order to dissolve a New York corporation, you must file a Certificate of Dissolution with the New York Department of State. The Certificate must be accompanied by a written consent of the New York State Department of Taxation and Finance. If the corporation has done business in and incurred tax liability to the City of New York, a Consent of the New York City Commissioner of Finance must also be attached to the Certificate of Dissolution. For more information about dissolving a New York corporation, visit: http://www.tax.ny.gov/bus/doingbus/tr125.htm.

IRS: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return.