To set up a corporation in New York, you file a Certificate of Incorporation with the New York Department of State, pay a $125 filing fee plus a state organization tax tied to the shares you authorize, and then handle the internal setup — federal tax ID, bylaws, an organizational meeting, and any tax or insurance registrations your business triggers.1New York Department of State. Forming a Business Corporation in New York Most of the work happens before you submit anything: choosing a compliant name, deciding on a share structure, and lining up an agent for service of process.
Pick a Name That Will Actually Clear
Your corporate name has to include “Corporation,” “Incorporated,” or “Limited,” or one of the abbreviations “Corp.,” “Inc.,” or “Ltd.” It also has to be distinguishable from every business entity already on file with the Department of State — LLCs and limited partnerships included, not just other corporations.2New York State Senate. New York Business Corporation Law 301 – Corporate Name; General Run a search in the Department of State’s online database before you file. It’s free and it saves you from an outright rejection.
Not ready to file yet? You can reserve an available name for 60 days, and the Department of State will issue a certificate of reservation. You can request up to two additional 60-day extensions before the reservation lapses, which gives you as much as six months to get everything else in order.3New York State Senate. New York Business Corporation Law 303 – Reservation of Name
One boundary worth noting: professional corporations providing services like medicine, law, or accounting face additional naming review from the New York State Education Department. If you’re forming one, expect an extra layer of approval.
Designate an Agent for Service of Process
Every New York corporation must designate the Secretary of State as its agent for service of process.1New York Department of State. Forming a Business Corporation in New York When someone sues your corporation or serves legal papers, they can deliver those documents to the Secretary of State, who forwards them to a mailing address you list on the Certificate of Incorporation. That address has to be within the United States.
You can also appoint a separate registered agent — a New York resident, someone with a business address in the state, or a corporation authorized to operate here — to receive legal documents on your behalf. This is optional and common for owners who live out of state or prefer a professional service handling legal mail.
What Goes in the Certificate of Incorporation
The Certificate of Incorporation is the founding document. The Department of State publishes a standard form that meets the Business Corporation Law’s basic requirements; you can use it, draft your own, or use a form from a legal stationery store.1New York Department of State. Forming a Business Corporation in New York A few pieces must be included.
Purpose and County
New York allows a broad purpose clause, and most incorporators simply state the corporation is formed for “any lawful business purpose.” That keeps future flexibility open without needing an amendment. You also have to identify the New York county where the corporation’s office will be located. Just the county name, not a street address.1New York Department of State. Forming a Business Corporation in New York
Share Structure
The certificate must state the total number of shares the corporation is authorized to issue and whether those shares have a par value or none.4New York State Senate. New York Business Corporation Law 402 – Certificate of Incorporation; Contents If you’re creating multiple classes (say, common and preferred), each class needs its own share count and par value designation.
Par value is the minimum price at which a share can be issued. Many small corporations set par value at a nominal amount like $0.01, or choose no-par-value shares. This decision matters more than it looks, because the organization tax you owe at filing is calculated directly from these numbers. Authorizing more shares or setting a higher par value increases what you pay. Fixing it later requires an amendment filing.
Incorporator
The certificate must be signed by at least one incorporator — a natural person who is at least 18 years old.5New York State Senate. New York Business Corporation Law 401 – Incorporators The incorporator handles the formation paperwork and then hands authority to the board of directors at the organizational meeting. The incorporator doesn’t have to be a shareholder or a New York resident.
Filing Fee and Organization Tax
You can file online through the Department of State’s electronic filing system or mail the completed form to the Division of Corporations in Albany. Online is faster.
The standard filing fee is $125.6New York Department of State. Fee Schedules On top of that, New York charges an organization tax based on the shares you authorize. The rate is one-twentieth of one percent (0.05%) of the total par value of all par-value shares, plus five cents per no-par-value share. The minimum is $10.7New York State Senate. New York Tax Law 180 – Organization Tax; Taxes on Changes of Capital
A couple of concrete examples: authorize 200 no-par-value shares and the tax is exactly $10 (200 × $0.05). Authorize 10,000 shares at $0.01 par value and the tax is still $10, because 0.05% of $100 is only $0.05, which falls below the floor. The Secretary of State will not file your certificate until this tax is paid.
If you need faster processing, the Department of State charges an expedited fee on top of the filing fee and organization tax:6New York Department of State. Fee Schedules
- Within 24 hours: $25
- Same day: $75
- Within 2 hours: $150
Standard processing without an expedited fee typically takes several business days.
What to Do Once the Filing Receipt Comes Back
Your corporation legally exists as of the filing. That’s not the same as being ready to operate.
Get an EIN
Every corporation needs an Employer Identification Number from the IRS, even with no employees yet.8Internal Revenue Service. Employer Identification Number You need it to open a corporate bank account, file federal tax returns, and hire workers. Apply online at irs.gov and you get the number immediately.
Adopt Bylaws
The initial bylaws must be adopted at the organizational meeting by the incorporator or incorporators.9New York State Senate. New York Business Corporation Law 601 – By-Laws Bylaws set the internal rules: how meetings are called, what officers the corporation will have, how directors are elected, how voting works. They stay in the corporation’s own records and are never filed with the state, but they are not optional. When shareholders or officers disagree, the bylaws are the first document everyone reaches for.
Hold the Organizational Meeting
At this meeting, the incorporator adopts the bylaws and hands authority to the initial board of directors. The board elects officers — typically a president, secretary, and treasurer — and authorizes the issuance of stock to the founding shareholders in exchange for their investment. Keep written minutes. Maintain a stock transfer ledger showing who owns how many shares. These records, together with the bylaws, are the paper trail that keeps your liability protection intact.
New York S Corporation Election
Making the federal S election with the IRS does not carry over to New York automatically. If you want S treatment at the state level, file Form CT-6 with the New York Department of Taxation and Finance, and every shareholder has to consent.10New York State Department of Taxation and Finance. Instructions for Form CT-6 Election by a Federal S Corporation to be Treated as a New York S Corporation
Timing is where people get caught. For a newly formed corporation that wants S status from its first tax year, Form CT-6 must be filed on or before the fifteenth day of the third month after the certificate of incorporation takes effect. For a corporation formed on January 1 with a calendar tax year, that’s March 15. Miss the deadline and the election won’t apply until the following tax year, meaning a full year of being taxed as a C corporation at the state level while being an S corp federally.
Sales Tax Registration
If your corporation will make taxable sales in New York, register with the Department of Taxation and Finance and get a Certificate of Authority at least 20 days before those sales begin. You cannot legally make taxable sales without one. If you operate from multiple locations, each needs its own certificate, and every certificate has to be displayed at the place of business.11New York State Department of Taxation and Finance. How to Register for New York State Sales Tax
Insurance if You’ll Have Employees
New York requires virtually all employers to carry workers’ compensation insurance.12New York State Workers’ Compensation Board. Workers’ Compensation Coverage Requirements Corporate officers generally count as employees unless they receive no wages, so coverage typically needs to be in place before anyone starts working.
New York employers also have to provide statutory disability benefits insurance. You become subject to the requirement after having at least one employee on each of 30 days in a calendar year, with coverage beginning four weeks after that thirtieth day. You can ask employees to contribute up to one-half of one percent of the first $120 in weekly wages, capped at $0.60 per week. Failing to carry required disability coverage is a misdemeanor, with fines starting at $100 for a first violation and rising for repeat offenses.
Keeping the Corporation in Good Standing
Every two years, your corporation must file a Biennial Statement with the Department of State. The fee is $9, and most corporations can file online using the Department’s e-Statement Filing Service.13New York Department of State. Biennial Statements for Business Corporations and Limited Liability Companies Do not file early; the statement should not be submitted before the calendar month in which it’s due.
Beyond the biennial filing, keep up with corporate formalities. Hold annual shareholder and director meetings. Keep written minutes. Maintain your stock transfer ledger. File amendments with the Department of State if you change your corporate name, share structure, or county of location.14New York Department of State. Existing Corporations and Businesses Letting these slide risks more than state penalties. A plaintiff’s attorney can use sloppy formalities to argue for piercing the corporate veil and holding shareholders personally liable for corporate debts, which defeats the main reason to incorporate in the first place.