For documents that have already been prepared, skip directly to step 3.
Step #1:Check the availability of corporate names.
In order of preference, choose three corporate names. We’ll check for availability.
Step #2:Upload your articles or prepare your articles.
Our simple online form will guide you through all of the required information.
Step #3:Specify your service level and other options.
Select your desired filing package, or feel free to choose from the a la carte options.
Rush Order Processing: 24 hours
Routine Order Processing: 1 Month
Once submitted, you will receive email confirmation within one hour (during normal business hours).
Your filing ready to go!
Your corporation will be submitted and could be active the same day if we receive your New York Articles of Incorporation by 12 p.m. PST Monday – Friday. This means your file date will be the submission date. Please keep in mind that if you mail the document to the state — as many filing services do — it will take several additional weeks of processing for proof of filing.
Responsibilities After Filing:
- File a Biennial Statement: After the Articles of Incorporation are filed, the Secretary of State requires that you file a Biennial Statement with the New York Department of State. This includes the business address of the entity, the name and address of the members, the agent for service of process, and a brief description of the business. Notice of the biennial statement filing will only be sent to you via EMAIL. Note: please visit www.email.ebiennial.dos.ny.gov to provide an email address to the New York Department of State so they can email notification to you when it is due.
- Employer Identification Number (EIN): We can also obtain your EIN for your new company if you’d like. Simply add it to your order and we’ll obtain the number within 24 to 48 hours.
- New York Corporate Kit: You can order a NY corporate kit individually at our Corporate Kit order page or at the time of filing. Our Kits include 20 Stock certificates, a seal embosser, a custom binder, bylaws and meeting minutes, and more.
At the time of filing, feel free to add these optional services to your order:
- Certificate of Good Standing: If you plan on qualifying or registering in other states, you may need additional copies.
- Additional Certified Copy of Articles: It’s possible you’ll need this in the future for professional licensing requirements, loans, or banks.
The Advantage of Filing with SunDoc Filings
- When we receive filings by 12 pm PST, we’ll submit them same day.
- Many filing companies will mail in your filings. This can delay results.
- SunDoc Filings has filed thousands of documents for our customers since 1999
New York Corporate Formation Guidelines
The corporate name must contain the word "corporation," "incorporated," "limited," "corp.," "inc.," or "ltd." The Section 301 of the Business Corporation Law should be reviewed for a list of prohibited words or phrases. A corporate name found to be available may be reserved with the Secretary of State for a 60 day period for a filing fee of a $20 (add $25, if expedited service is required).
It is acceptable to state either alone or with a specific purpose clause, “To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, provided that the corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.”
AUTHORIZED SHARES AND MINIMUM PAID IN CAPITAL
The maximum number of authorized shares for the minimum organizational tax is $20,000 in par value or 200 shares without par value. There is no minimum amount of paid in capital required to commence business.
Preemptive rights are denied unless specifically granted in the Certificate of Incorporation.
Cumulative voting is automatically denied unless specifically granted.
REGISTERED AGENT AND REGISTERED OFFICE
A corporation must set forth a mailing address (may be within or outside New York State) for process served on New York Secretary of State. In addition, a corporation may designate a registered agent and office to receive service of process in New York.
The minimum number of directors is one (1).
LIMITATION OF DIRECTORS' PERSONAL LIABILITY
The Certificate of Incorporation may contain, within the limitations prescribed by the New York Business Corporation Law, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.
Minimum number of incorporators is one (1) (a natural person of the age of eighteen years or over) and there is no requirement that the incorporator be a resident of New York.
Submit to the Department of State one (1) executed copy of the Certificate of Incorporation and sets forth the title “Certificate of Incorporation”, Name of the Corporation , Pursuant to Section 402 of the BCL and the name and address of individual filing the Certificate of Incorporation. The Department of State files the Certificate and issues a filing receipt.
SCHEDULE OF OFFICIAL STATE DISBURSEMENTS AND FEES
$125 (add $25, if expedited service is required) filing fee for Certificate of Incorporation Organization Tax (minimum tax of $10) is based on aggregate par value of authorized shares with par value at the rate of 1/20 of 1% (.0005) or at five cents (5¢) per share for shares without a par value.
New York Corporate Frequently Asked Questions
Why choose SunDoc Filings?
It is essential that you file the New York articles of incorporation with the SOS in order to form your New York Corporation for your New York Subchapter S Corporation. SunDoc Filings will help you form your New York Corporation with the Secretary of State of New York quickly and efficiently. SunDoc Filings has been doing this work since 1999, and we know and understand the state of New York’s requirements for professionally handling of your formation without delay. We can make the process extremely easy for you. Let us file your New York Articles of Incorporation with the Secretary of State.
How do I form a New York Corporation?
There are numerous steps involved to forming a New York corporation. At SunDoc Filings, first we check for the availability of corporate names that you prefer. This is checked with the New York Secretary of State (SOS). After this, we will start preparing your New York Articles of Incorporation. We will then verify that the Articles of Incorporation have absolutely no errors before we form your New York Corporation by filing the Articles of Incorporation with the Secretary of State of New York. Lastly, we’ll send the file document back to you after the Secretary of State files your articles of incorporation.
What are the advantages of forming a New York Corporation?
There are numerous advantages to forming a New York Corporation. First, there’s what’s called the “corporate veil.” This means that when you have a New York Corporation, all shareholders or owners will have limited liability when it comes to debts and other financial obligations. It is only possible for shareholders to lose via their corporation if they invest by purchasing stocks. In addition, because the New York Corporation is considered an independent legal entity, it will have continuous existence. This means that it won’t stop existing just because a shareholder passes away or decides to retire. Furthermore, it’s much easier to transfer a New York Corporation and it is to transfer other types of business entities. Most of the time, stock is able to be sold without restriction to other parties, and obtaining consent from the New York Corporation itself is not necessary. Lastly, New York corporations always have a much simpler time when it comes to retirement funds, insurance, profit-sharing, stock option plans, and pensions.
How do I obtain a Tax Payer ID or Employer Identification Number for my New York Corporation?
Once we form your New York Corporation, we have numerous additional services available to you. For example, we can easily obtain an EIN or employee identification number for you. Keep in mind that these numbers are always necessary when it comes to hiring new employees, creating lines of credit for your business, or opening new bank accounts. If you purchase our New York Corporation premium package, employer identification number obtainment will be included with the price.
How do I form a New York S Corporation?
If you would like to form a New York S Corporation, this means will mean that you will be taxed like an LLC or partnership with a pass through structure of tax. One thing to know about New York Corporations in general is that all new New York corporations will start as general stock corporations or C corporations. If you would like to obtain or form a New York S corporation, you have to file for this status with the IRS. Read more below about New York C corporations. You’ll want to be sure to check with the Internal Revenue Service or with an accountant about limitations. When you have S corporation status in the state of New York, double taxation will be eliminated. Most of the time, the corporation will not file a tax return. On their tax returns, New York S corporation shareholders will report separately stated income, deductions, loss, and credit. They will also reports their share of income or losses, non-separately stated.
What are the advantages of a C Corporation in New York?
Most people will form a New York C corporation if they plan to publicly trade stock of the corporation. You must keep in mind that New York S corporations cannot have over 75 shareholders. If you decide to have a New York C Corporation, this allows for 76 shareholders or more. Multiple classes of stock like common and preferred shares are acceptable with New York C corporations. New York C corporations are also double taxed because both the individual owners and the entity itself will have to file tax returns. Remember finally that only United States citizens or registered U.S. aliens can own New York S corporations. New York S corporations can only issue one type of stock as well, and again, they are limited to a maximum of 75 shareholders.
How do I obtain or prepare corporate bylaws for a Corporation in New York?
It is advised that you purchase our premium package. In this package, we will prepare the initial bylaws in standard language for your corporation. This will also include meeting minutes in MS Word format. You can prepare these as required.
What are the corporate bylaws and why are they so important for my New York corporation?
Your corporate bylaws will be like a blueprint for your corporation in New York. The bylaws will contain privileges, rights, and all powers of the directors, officers, and shareholders of a corporation. In your bylaws, you will also have the number of directors. The names of directors will also be included as well the names of the officers for the titles of president, vice president, treasurer or chief financial officer (CFO), and secretary. Additionally, your bylaws will include the rules of your corporation. These rules will pertain to how your New York corporation is allowed to take out loans, enter into new contracts, create bank accounts, write checks, and obtain credit for the business or issue stock certificates to shareholders. Most New York bylaws will have an alphabetical order shareholder list. This will have all names, addresses, and titles held of shareholders. It will also have the amount of shares that each owns.
What is a New York corporate seal?
Many banks and financial institutions will require that you have a corporate seal. This is a handheld device that will imprint any type of paper with the name of your corporation, the state where the corporation was formed, and the date that you were formed. Using this seal may be required for loan papers and other business documents. If you purchase our New York Corporation kit, you will receive a handheld corporate seal embosser.
What is a New York corporate kit?
We advise that all new New York corporations purchase our New York corporate kit. This kit will include a hardbound binder. The binder will contain all of your most important documents such as your Articles of Incorporation and your corporation’s bylaws. The binder that you receive in your kit will also have its spine professionally heat pressed with the name of your corporation. You’ll also receive either a slip cover that goes over your binder to keep it safe or a built-in slipcover. This is your choice. Finally, you’ll receive stock certificates in your corporate kit. Our corporate kits have 20 custom stock certificates in them. On each stock certificate will be your corporation’s name, the amount of shares, the par value the corporation is authorized to issue, and the names of the president and secretary underneath each of the signature lines. If you’re interested in ordering a New York Corporation kit, you can order an New York corporate kit by placing the order individually at our Corporate/LLC Kit order page or order one when you file with us. We have numerous colors and styles to choose from. Now that you have formed your New York corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the New York bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local, city and county business licenses your company will need. Take the time to verify your areas business licensing requirements. For those of you who plan to run your New York corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your New York corporation.