Start a Corporation in New York
Use our free business tools below to complete your New York Certificate of Incorporation. This is the document you file directly with the the New York Department of State’s Division of Corporations to form your corporation.
If you want more, hire us to form your corporation in New York for just $39 + state fees. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.
How to Start a Corporation in New York
A New York corporation is a business with a legal existence that is separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
To start a corporation in New York, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file a Certificate of Incorporation with the Division of Corporations, State Records and Uniform Commercial Code. You can file this document online or by mail. The certificate costs $125 to file. Once filed with the state, this document formally creates your New York corporation. Our guide walks you through the steps you’ll need to take in order to form a corporation in the Empire State.
1. Name Your Corporation
If you’re starting a new business, you probably already know what you want to name your corporation. New York has a few rules for naming a corporation (see NY Bus Corp L § 301), but here are the basics. Your corporation’s name must:
- be different from any business names registered or reserved in New York
- include an indicator like “Corporation, Corp.,” “Incorporated,” or “Inc.”
- not include any misleading words (like calling your corporation an LLC)
You’ll also need to know if your preferred name is available. To find out, visit the NYS Corporation & Business Entity Search and browse until you find the perfect name for your corporation.
Yes. If you’re not quite ready to start a corporation, but you know what you’d like to name it, you can reserve your business name in New York for 60 days. To do so, you’ll need to file an Application for Reservation of a Name with the New York Department of State and pay the $20 filing fee. Once your reservation is approved, the Department of State will send you a Certificate of Reservation. You’ll attach your Certificate of Reservation to your Certificate of Incorporation when you’re ready to form your corporation.
Your corporation’s name is it’s official name—the one listed on your Certificate of Incorporation. An assumed business name (also sometimes called a DBA or FBN), is any name other than your corporation’s name or your own legal name under which you do business. New York requires anyone using an assumed business name to register with the Department of State by filing a Certificate of Assumed Name.
For a corporation, registering an assumed business name costs $25, but you’ll pay an additional $25 fee for every county where your company does business outside New York City, and $100 for counties inside the city (Bronx, Kings, New York, Queens and Richmond).
Thinking about using a DBA? Learn more about How to Get an New York DBA.
2. Designate a Registered Agent
A registered agent is someone you appoint to accept important legal mail (like a subpoena, complaint, or summons) on behalf of your corporation. In New York, the Department of State is automatically appointed as the registered agent for every corporation. This means that if your corporation is ever served with legal mail, the Department of State will accept it and forward it to your business.
However, many corporations in New York choose to appoint a second registered agent to ensure legal mail is forwarded quickly. To go this route, you’ll need to know your registered agent’s name and address before you fill out your Certificate of Incorporation.
Learn why the pros use a registered agent service.
The requirements for a registered agent in New York are outlined in NY BSC L § 305. At a minimum, any registered agent appointed in addition to the New York Department of State must:
- Have a physical address in the state of New York.
- Be present at that address during regular business hours.
- Accept legal mail on behalf of your corporation and get it to you fast.
Yes, but you’ll need to list your name and address on the public record and be present at that address during regular business hours. If you’re okay with that, you can be your own registered agent.
Yes. You can change your registered agent in New York anytime by filing a Certificate of Change form with the New York Department of State. Changing your registered agent in New York costs $30.
3. Submit Certificate of Incorporation
To make your corporation official, you’ll need to complete a form called a Certificate of Incorporation. Once you’ve completed the form, you’ll submit it to the New York Department of State, Division of Corporations by mail, fax, online, or in person with the $125 filing fee.
Note: All of the information on this form will become part of the public record.
To fill out the paper form, you’ll need to provide the following information about your corporation:
- Corporate name. Include an indicator like “Corp.” or “Inc.”
- Purpose. Tick this box to include a general business purpose in your articles.
- County. This is the county where the corporation sits.
- Stock structure. The number of shares which the corporation authorizes to issue (with or without par value). Shares without par value may be issued or sold at any price, but shares with a stated par value can’t be issued or sold for under that value.
- Registered office. The name and New York address of someone who will accept your corporation’s legal mail.
- Incorporator name and address. Anyone you authorize to sign and submit this form to the state.
Once your personal information is on the internet, there’s no taking it back. The names, addresses, and phone numbers listed on your articles will be readily available for marketers to find, use, and sell. That’s not a great feeling.
You can keep your personal information private by hiring a registered agent who will let you list their business address as your own on this form—like us. We list our business address across this form so you don’t have to. It’s the best way to guard your privacy when forming a corporation.
You can submit your certificate by mail, fax, online, or in person.
Mail and In Person:
New York Department of State
Division of Corporations, State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Avenue
Albany, NY 1231-0001
Fax:
(518) 474-1418
Start Your New York Corporation Today!
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4. Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Yes. The IRS requires corporations to get an EIN for their federal tax filings, and the New York Department of Taxation and Finance requires an EIN for business registration. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add EIN service during checkout when you sign up for our incorporation service.
5. File the Beneficial Ownership Information Report
Most US corporations are required to fill out and file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). To complete the BOI Report, you’ll have to provide information about your corporation, its beneficial owners, and (for new corporations) the company applicant.
Beneficial Owner: defined as anyone with at least a 25% ownership stake in your company. This also includes anyone with significant control over company operations, such as your CEO, CFO, or General Counsel.
Company Applicant: the individual who filed your Certificate of Incorporation with New York’s Division of Corporations. It is important to note that corporations formed prior to 2024 are not required to include company applicant information.
You can file the BOI Report online via FinCEN’s E-filing system or hire us to handle it for you.
The deadline for your first BOI Report will depend on when you formally formed your business:
Companies formed before 2024 will need to file by January 1, 2025.
Companies formed in 2024 need to file within 90 days of incorporation.
Companies formed in 2025 or later need to file within 30 days of incorporation.
You’ll need to include identifying information for each beneficial owner and (for corporations formed in 2024 or later) your company applicant. You’ll also need to provide some information about the corporation itself.
Beneficial owner and company applicant information:
- Full legal name
- Birth date
- Residential or business street address
- Personal identification document (such as a driver’s license or passport), including the ID number
Company information:
- Legal business name
- Any DBAs or assumed business names
- Physical business address
- State of incorporation
- Employer Identification Number (EIN)
Yes, but only if any of the information provided in your BOI Report changes. This means that if your corporation changes owners or gets a new CEO, you’ll need to update the report. You have 30 days after the change occurs to file your updated report through FinCEN’s E-filing system. Note: Updating the report is free.
No. Unlike the information on your Certificate of Incorporation, your BOI Report won’t go on the public record. Only government agencies, law enforcement, and financial institutions will be able to see the report.
Yes, there are 23 classes of BOI Report exemptions. Some exemptions are granted to:
- Large operating companies
- Most financial companies, such as banks and credit unions
- Investment companies registered with the Securities and Exchange Commission (SEC)
- Insurance companies registered with a state or federal agency
- Public utilities companies registered with a state or federal agency
- Tax-exempt entities
6. Write Corporate Bylaws
Bylaws are the internal rules that govern your corporation. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Check out our attorney-drafted New York Corporate Bylaws template.
Yes. NY Bus Corp L § 601 (2019) states that an organizational meeting of the incorporators shall be held and that in that meeting bylaws shall be adopted.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your New York corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
NY Bus Corp L § 601 (2019) states that New York bylaws can make any other provision as well, assuming additions are in accordance with state law.
7. Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
You’re required to give a minimum of five days notice before holding the meeting. Attendees can, however, waive their required notice in writing. The meeting doesn’t have to be held in New York.
8. Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
To open a corporate bank account in New York, you’ll need to bring the following with you to the bank:
- A copy of the New York corporation’s Certificate of Incorporation
- The corporation’s bylaws
- The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
9. File State Reports & Taxes
In New York, corporations file a biennial report every other year. In addition, the state has a corporate franchise tax (in lieu of a corporate income tax).
The New York Biennial Report is a form you file every other year to update your ownership and contact information with the state. The filing fee is $9. If you forget to file (which is easy to do since the report is only due every couple years), your business status will be changed to “delinquent.”
Northwest can help ensure you stay in compliance with the state. When you hire us as your registered agent, we’ll send you reminders to file your report. If you’d rather not worry about the report at all, you can even hire us to submit your Biennial Report on behalf of your corporation.Biennial
The filing fee for your biennial report is $9, but if you forget, the state will change the status of your corporation to “delinquent.” If your corporation remains delinquent for two years, the state can dissolve your business.
The filing is due by the end of your corporation’s anniversary month (the month in which you filed your Certificate of Incorporation).
Instead of a standard corporate net income tax, New York has a corporate franchise tax. Your tax base is one of the following (whichever yields the highest tax):
- business income (6.5%)
- business capital (0.025%)
- fixed dollar minimum of NY receipts (for example, $25 for up to $100K in receipts and $75 for $100,001-250,000).
These rates apply to most corporations, but there are lower rates for qualified New York manufacturers and emerging technology companies.
Some corporations also have to pay a Metropolitan Transportation Business Tax. This tax surcharge is added onto your franchise tax if you operate in one of the following counties: New York, Bronx, Kings, Queens, Richmond, Rockland, Nassau, Suffolk, Orange, Putnam, Dutchess or Westchester.
Have an S corporation? S corps don’t pay the surcharge, but they are subject to the franchise tax. However, they only have one tax base—New York receipts. So, a typical S corp with under $100K in state receipts will pay a $25 franchise tax. Also, note that a federal S election isn’t sufficient for S corp tax status in New York—you’ll also have to fill out S election Form CT-6 with the state’s Department of Taxation and Finance.
The state sales tax rate is fairly low at 4%, but customers can easily pay double that amount or more, thanks to local sales taxes. For instance, the total sales tax rate is 8.75% in Buffalo and 8% in NYC, Rochester and Syracuse.
Yes, if you sell taxable tangible personal property or taxable services in New York, you’re required to register with the New York Department of Taxation and Finance. You can register via New York Business Express or by filing a Certificate of Authority to Collect Sales Tax. You’ll need a bank account before you can register.
Ready to Start a Corporation in New York?
