How To Incorporate In New York
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1. Choose a Name for Your New York Corporation
Check on Available Names in New York: In order for you to prepare to incorporate your small business in the state of New York, you will need to choose a unique name for your corporation. To make sure that the name that you have chosen is not in use by another corporation, you should do a thorough search of online databases and other records. There is a database of corporations that are registered in the state of New York that you can search online at New York Corporation. You can also request a search of name availability by sending the name or names that you would like to search to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Reserve a Corporate Name: You may want to reserve a certain corporate name if you do not plan to file a Certificate of Incorporation right away. The filing fee is $20.00 and the name that you submit will be reserved for a period of 60 days. You can find the application form to reserve a corporate name online at Reserve a New York Corporation Name.
Filing Trademarks and Doing a Corporate Name Search: Be aware that even though the name that you choose for your corporation may be available in New York, the same name could be in use by another corporation that is registered in another state. You may find that there are certain legal restrictions on the use of the name that you have chosen for your corporation. You should consult an attorney when you are preparing to incorporate your small business to learn more about what these restrictions may be.
New York Corporate Name Requirements: When you are choosing a name to use for your New York corporation, remember that the name that you choose must include the word “corporation,” “incorporated,” “limited,” or an abbreviation of one of these words.
2. Find a Registered Agent in New York
Along with choosing a corporate name when you are preparing to incorporate your small business, you will need to choose a registered agent. You will need to indicate your registered agent on the Certificate of Incorporation that you file. Your registered agent will act as an agent for service of process and will receive all the legal and tax documents for your corporation.
3. File Articles of Incorporation with the New York Secretary of State
Minimum Requirements: In order for you to incorporate your small business in New York you will need to file a Certificate of Incorporation with the New York Department of State. You can file online or download a fillable form for this document online at New York Corporation Set Up. As part of your Certificate of Incorporation document, you will need to provide the name of your corporation, the purpose of your corporation, the county where your main office is located, the name and address of your registered agent, and the number of shares authorized by your corporation. The Certificate of Incorporation must be signed by each of the incorporators.
Other New York Legal Provisions: There may be other legal provisions that you will want to include as part of your Certificate of Incorporation. You should consult an attorney when you are preparing to incorporate so that you can make sure to include any additional legal provisions that may be important for your corporation.
Where to Submit Form: You will need to submit your Certificate of Incorporation along with the filing fee to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Filing Fee: The fee to file a Certificate of Incorporation in New York is $125.00 plus a tax on the shares authorized by your company. The tax that you will be required to pay depends on the number of shares authorized by your corporation. Go to File a New York Corporation to learn more.
4. Create Other New York Incorporation Documents (Corporate Kits)
After you have filed your Certificate of Incorporation, you can begin to take other actions in your corporation such as appointing officers and directors, adopting corporation bylaws, issuing stock certificates, obtaining a tax ID number, and acquiring a business license. You may want to create other types of corporate documents as well, documents such as buy-sell agreements, shareholders agreements that determine when stock can be sold, and documents that describe what will happen if an owner decides to leave the company. These types of corporate documents can be especially valuable to corporations that have multiple owners. You should consult an attorney when you are drafting these documents so that you can make sure to comply with all legal requirements. There are corporate service companies that can work with you to create these important corporate documents.
5. Qualify Your New York Corporation to Do Business in Other States
When you begin to take other actions in your corporation, remember that if the main office of your corporation is located in another state, you will need to qualify your corporation to do business in that state. Also, you most likely will be required to pay taxes in your home state. You can find out what you need to do to qualify your corporation to do business in other states at Doing Business in other states.
6. Make Annual Filings and Pay Annual Fees and Taxes in New York
Once your corporation is registered in the state of New York, you will need to file an annual report. The fee to file this report is $9.00. You will be asked to provide updated information about your corporation, your officers and directors, and your registered agent. You can find more information and a link to file your annual report online at New York Corporate Fee.
You will also be subject to New York state income taxes. You will need to file a corporate income tax form with the state and pay the required taxes for your corporation each year. You can find information about the corporate tax in New York online at the official website of the New York Department of Taxation and Finance: New York Corporate Tax. You should consult an accountant when it is time to prepare your tax documents so that you can be sure to avoid mistakes in the preparation of your tax documents. A mistake could cost you extra taxes.
When you are preparing to incorporate your small business, you will need to make many complex decisions. You should consult an attorney and an accountant during the incorporation process so that you can feel more confident that your paperwork will be prepared correctly.
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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.
