How to Start a Corporation in New York

Step 1: Name Your New York Corporation

Choosing a business name is the first step in starting a corporation.

1. New York naming guidelines:

• Must be different from the names of other LLCs, limited partnerships, and corporations registered in New York.
• Must be different from fictitious names of authorized foreign corporations, LLCs, and limited partnerships.
• Must contain the word “Incorporated”, “Limited”, “Corporation”, or any abbreviation (e.g., Inc, Corp, Ltd, etc.).
• Cannot contain prohibited words or phrases (e.g., historical society, academy, finance, indemnity, etc). See the Department of State’sfull list of restricted words and phrasesfor more information.
• Cannot include words or names which imply certain purposes or meanings (e.g., cannot imply that you are a government agency, cannot have an “obscene name”, etc.).

Read the New York state statute regardingcorporation naming guidelinesfor more information.

2. Is my corporation name available in New York?

Your New York corporation name must be unique and distinguishable from other business names in New York. Use the New York Department of State'sCorporation and Business Entity Databaseto determine if your desired business name is available.

3. Is the URL available?

Before registering your New York corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.

Step 2: Choose a New York Registered Agent

我n New York, the Secretary of State acts as the registered agent for all New York LLCs by default. You can, however, choose to designate someone besides the Secretary of State as theregistered agent for your New York LLC．

我f you choose to use aregistered agent service, the Secretary of State will still be the first point of contact for the state and for anyone who might serve your LLC with legal action.

The Secretary of State will forward the following to your LLC’s principal address or the address of your designated registered agent:

• All formation documents
• Any service of process information
• Documents regarding taxation and reporting

Step 3: Choose Initial Directors and Share Structure

Before you file the Certificate of Incorporation, you will need to select your initial director(s) and determine your share structure.

我nitial Directors

You must appoint at least one director who will oversee your New York corporation until the first shareholder meeting.

Acorporate directoris in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.

Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read ourcorporate bylawsguide.

After forming the corporation, the incorporator(s) should call an organizational meeting. During this initial meeting, the incorporator(s) will elect the board of directors.

Share Structure and Classes

Ashareof stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.

Shares can be structured into classes. Each class, termed ashare class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.

Step 4: File the New York Certificate of Incorporation

You will need to fileForm DOS 1239-f: Certificate of Incorporationto set up a corporation in New York. You can file it online, by mail, by fax, or in person with the New York Department of State. The filing cost is$125．

This document will cover the basics of your corporation, including:

• Corporate name and county in which its main office will reside
• Registered office address
• 我ncorporator(s) name(s) and address(es)

Share Strategy

The Certificate of Incorporation form issued by the New York Department of State only authorizes 200 common shares without par value. If your corporation needs a multiple share class structure or more than 200 common shares, you must compose your own Certificate of Incorporation.

What is a Share Class?

A share class is a group of shares that have a unique set of rights and privileges compared to other shares of the same corporation.

我ncorporator’s Statement

The incorporator(s) should sign an我ncorporator’s Statementwith complete names and addresses of each initial director and store it in the corporate records book. This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder meeting.

Step 5: Get an EIN for Your New York Corporation

An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a social security number for the company. An EIN is needed:

• To open a bank account for the company
• For Federal and State tax purposes
• To hire employees

New York State Corporation Tax Requirements

我f you’re selling a product, you’ll typically need to register as a seller and obtain aSales Tax Certificate of Authoritythrough theNew York Business Express website．这允许业务收集sales tax．

New York Employer Taxes

我f you hire employees, you will need to register for New York Employer Taxes through theNew York Business Express website．This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.

File the New York Biennial Statement

You must file the New York Biennial Statement every two years during the calendar month in which your corporation filed its Certificate of Incorporation. You can file the Biennial Statement online using the state’se-Statement Filing Service．The filing fee is$9．

New York Corporation Licenses and Permits

经营你的公司在纽约,你必须comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.

Learn more in ourNew York Business Licenseguide.

How to Get a New York Certificate of Good Standing

A Certificate of Good Standing, known in New York as aCertificate of Status, verifies that your New York corporation was legally formed and has been properly maintained.

To order a Certificate of Status in New York, you must submit a written request to the New York State Department of State. The fee is$25．The written request must include the following information:

• A specific statement requesting a Certificate of Status
• The exact name of the corporation
• The DOS ID number or the exact date of formation or authorization, if known
• A statement as to whether the request is for routine or expedited processing
• A return mailing address

How to Dissolve a Corporation in New York

我f at any point you would like to permanently stop doing business, orcloseyour corporation, it is important to officiallydissolveyour corporation. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble.

There are six main steps to close your New York corporation:

• Stop doing business
• Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
• Obtain written consentfrom the New York State Tax Department by filing your final tax return and submit aRequest for Consent of the Commissioner of Financewith the New York City Department of Finance (if your corporation conducted business in New York City)
• File theCertificate of Dissolutionand a copy of the consent certificate(s) with the New York State Department of State
• Close your federal and state business tax accounts with the IRS
• Close your business bank accounts

File Dissolution Documents

After receiving consent from the New York State Tax Department (and the New York City Department of Finance, if applicable), file theCertificate of Dissolutionand a copy of the consent certificate(s) with the New York State Department of State. You can file by mail, by fax, or in person. The filing fee is$60．