Ready to incorporate? Transform your organization into a legal business entity in three easy steps today with LegalZoom. Once you incorporate, you'll gain the ability to protect your personal assets from financial risk and to shrink your personal tax bill. We'll help you choose what type of corporation you want to become and walk you through the whole process. LegalZoom has helped thousands of businesses incorporate online so you can feel confident using the best resource on the web.
When incorporating in New York with LegalZoom, we not only file your articles of incorporation with the New York Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your New York corporation.
New York Incorporation Information
Incorporating in New York
Choosing a business name is one of the first steps in the process of forming your New York Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered New York corporation and any reserved names on record, subject to certain exceptions under state law.
- May not 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.
- Shall not contain any words which will tend to mislead the public into believing that the corporation is a government agency or a public corporation.
- Shall not contain any word which is indecent or obscene, or which ridicules or degrades any person, group or belief.
In addition, the name must contain one of (or an abbreviation of) the following words:
New York state law restricts the use of certain words and phrases in business names without the approval of the state governmental agency that provides oversight. Some of these restricted words include:
When you incorporate with LegalZoom, your business name choices are reviewed for compliance with applicable state laws.
- Bank, loan, mortgage, insurance, indemnity, endowment, trust, annuity, title, benefit and words with similar meanings;
- Medicine, doctor, lawyer;
- Union, labor counsel;
- Blind, handicapped;
- Words which suggest that the corporation is a school or day care center.
Certificate of Incorporation:
When incorporating in New York, a certificate of incorporation must be and filed with the New York Department of State. The New York Business Corporation Law requires that certain information be included in the certificate of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: the incorporator must be a natural person at least 18 years old.
- Duties: Signing and delivering the certificate of incorporation to the Department of State for filing. The corporation's bylaws must also be adopted by its incorporator(s).
- Listing Requirements - The name and address of each incorporator must be listed.
New York allows for the incorporating in New York for any lawful activity The corporate purpose is not required to be listed on the certificate
- Minimum Number of Directors: One or more.
- Eligibility Requirements: A director must be at least 18 years old. The certificate of incorporation or bylaws may prescribe additional qualifications for directors.
- Listing Requirements: Not required in the certificate.
The certificate must state:
Other Required Information:
- The aggregate number of shares that the corporation is authorized to issue.
- The par value of each share (or a statement that there is no par value) or, of applicable, the number of shares and par value of each class of shares and series along with their designations, a statement of their relative rights, preferences and limitations.
- A statement describing the authority vested in the board of directors to establish, designate and make changes between series, if any.
Optional Provisions: New York also permits optional provisions to be integrated into the certificate of incorporation, such as:
- The county within the state in which the office of the corporation is to be located.
- A designation of the secretary of state as an agent for receiving any service of process on the entity incorporating in New York, and the post office address to which the secretary of state will mail a copy of any process against it served upon him.
- The name and address, if any, of the corporation's registered agent upon whom process may be served, and a statement of the agent's designation.
- The duration of the company, if not perpetual.
- Provisions managing the business and regulating the affairs of the corporation.
- Limitations on a director's liability for money damages to the corporation or its shareholders in certain situations.
The incorporator(s) must adopt initial bylaws for the corporation. Thereafter, bylaws may be adopted, amended or repealed by the board of directors if authorized by the certificate or by the shareholders.
Officers may be appointed or elected by the board in compliance with the bylaws, or elected by shareholders in compliance with the certificate of incorporation. Any officer may hold more than one office in the corporation. One person may hold all or any combination of offices when all of the issued and outstanding stock of the corporation is owned by this same person. The board may require any officer to give security for the faithful performance of his or her duties.
New York requires the Secretary of State to be designated as the agent who will receive service of process on behalf of the corporation. In addition, a New York corporation may designate a registered agent upon whom process may be served.
Under New York law, a professional corporation must first receive clearance from the regulating body. Professional corporations generally may not provide any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
A report must be filed with the New York Secretary of State during the calendar month in which the corporation's original certificate or application for authority was filed. This report must be current as of date of the statement and must indicate:
Income Tax Rate:
- The name and business address of its chief executive officer;
- The street address of the corporation's principal executive office; and
- The post office address within or without the state to which the secretary of state may mail a copy of any process served against it.
For information on the New York state income tax rate, visit: http://www.tax.state.ny.us/
To be treated as a New York S Corporation, you will need to complete New York Form CT-6 and send it to the New York Tax Department.