In New York, you create a corporation by filing a "certificate of incorporation" with the Department of State's office and paying a filing fee. You'll also need corporate bylaws and resolutions signed by the board of directors, though these documents don't need to be filed with the Department of State. Your bylaws explicitly state the rights and responsibilities of the shareholders and directors and govern how your corporation will be run.
After your certificate of incorporation has been filed and you sign corporate bylaws, your corporation is official, but you will still need to obtain the licenses and permits that all new businesses must have to operate. These may include a business license (sometimes also referred to as a "tax registration certificate"), a federal employer identification number, a sellers' permit, or a zoning permit. Forming a corporation does not exempt you from any of these requirements that apply to all businesses.
For more information, see the Licenses & Permits for Your Business area of Nolo's website.
To begin creating your New York corporation, visit the Online Corporation page at the Nolo website.
The price of Nolo's Online New York Corporation formation service varies depending on your needs.
Nolo's Basic Service. The price starts as low as $49.00 for Nolo's Basic Service, which includes preparation and filing of the certificate of incorporation, a written consent form (in lieu of minutes) for the first meeting of the board of directors, including banking resolutions, and standard filing, which will take two to three weeks.
Nolo's Standard Service. Our Standard Service package, for $149, gets you all of the benefits of the Basic Service plus preparation of the IRS application for an employer tax ID (Form SS-4) and our Business Forms Bundle, containing 30 forms and contracts that every small business needs. Includes access to NoloCloud Legal Forms for business anywhere at any time from your account. Processing time is two to three weeks.
Nolo's Express Premiere Service. Includes Nolo's Standard Service plus Priority Rush Filing, a personalized corporate record book that is foil-stamped with your company name, 20 personalized stock certificates, and a personalized corporation seal, for $299.00. With Priority Rush Filing, your certificate of incorporation will be filed within one business day, and you'll receive your final corporate documents two business days later. Your corporate records kit will be sent to you directly from the manufacturer.
Note that filing fees charged by the state are not included in our package prices. The Department of State charges $135 (includes a certified copy of the certificate of incorporation). This filing fee will be added to your total when you check out.
To compare Nolo's New York corporate packages, see the package and pricing details. Please note that coupon codes are not applicable to corporate packages.
With the Priority Rush Filing that comes with Nolo's Express Premiere Service, your certificate of incorporation will be filed with the Department of State within one business day, and you'll receive your final corporate documents two business days later. Your corporate records kit will be sent to you directly from the manufacturer.
With the Basic or Standard Service, your corporation will be formed, and you will receive your final corporate documents, within two to three weeks.
New York state taxes. Every corporation doing business in New York has to e-file a tax return with the New York Department of Taxation and Finance annually and pay a minimum franchise tax. You can open an account online at https://www.tax.ny.gov/bus/.
Federal income tax on C corporations. The Tax Cuts and Job Act of 2017 established a new single flat tax rate of 21% for corporations. This replaces the corporate tax rates ranging from 15% to 35% that corporations paid under prior law.
Federal income tax on S corporations. The IRS does not impose taxes on S corporations; S corporation income is reported on the shareholders' individual tax returns.
You can form your own corporation online by using Nolo's Online Corporation service. We will walk you through the information needed to form a corporation. If you have a complex question, you may want to consult a business lawyer or tax expert.
If you are trying to convert an LLC or partnership into a corporation, you should consult an attorney. There are some legal and tax ramifications to closing down an existing business and starting a new one that are beyond the scope of our service.
New York's Department of State does not require you to file written bylaws, but our customized bylaws help ensure that courts will respect the shareholders' personal liability protection, help to avert misunderstandings among the shareholders over finances and management, lay out the procedures for handling the departure and addition of shareholders, and more. Every corporation needs bylaws to outline the corporate structure and establish the powers of directors, officers, and shareholders.
Corporations formed in New York are required to have a principal office in New York. If you were to form a corporation out of state, say in Delaware, you would still need to qualify your corporation to do business in New York—and this means you would have to file additional paperwork and pay additional fees. For more information on whether you'll need to qualify to do business in certain states, read Nolo's article Qualifying to Do Business Outside Your State on Nolo's website. Note that if you don't register to do business in another state when required, you won't be able to enforce contracts in that state.
Also, be ready for some state tax complications if you form your corporation in a state that's different from the state where all of its shareholders live. For one thing, the shareholders might have to pay personal income taxes in the other state on corporation income. (At best, you might get credit for those taxes in your home state and not have to pay twice. At worst, you might have to pay taxes you wouldn't have had to pay at home.) Other state taxes vary from state to state, and might influence your choice of location for a corporation. A corporation—like any business—has to pay franchise taxes, sales and use taxes, other transaction and excise taxes, and employment, property, and transfer taxes.
In addition, you need to maintain a registered agent in the state in which you incorporate.
To avoid these hassles, most smaller corporations that will operate only in New York form their corporation in New York.
A share of stock in your corporation is classified as a security under both New York and federal securities laws that regulate the offer and sale of corporate stock. The federal government exempts most small corporations from these laws. Federal law exempts "private offerings": non-advertised sales to a limited number of people (generally 35 or fewer). With our service, each shareholder will receive a shareholder letter to sign, stating their relationship to the corporation. These letters can help establish the reason your corporation may be entitled to an exemption.
New York State doesn't require registration of stock issuances or have state exemptions like other states, but New York law technically requires anyone selling securities (including the incorporator of a small corporation) to register as a broker-dealer. You may need to do some research to find out if your federally exempt offering might be exempt from New York's law requiring incorporators to register.
Forming a corporation does not take the place of obtaining a business license, tax registration certificate, and other required business permits. A corporation merely creates an ownership setup that limits the owners' personal liability. For more information on required licenses and permits, see the Licenses & Permits for Your Business area of Nolo's website.
Your corporation will exist—and incur taxes and fees, whether or not you are actively operating a business—until you take legal steps to dissolve it. If you decide to discontinue business as a corporation, you must file a certificate of dissolution or similar document with the New York Department of State.
For general information on closing a business, read the article Closing Your Business: What You Need to Do on Nolo's website.
No, Nolo does not form professional corporations. In New York, some professionals can form professional corporations (PCs), including CPAs, public accountants, chiropractors, dentists, physicians, podiatrists, architects, veterinarians, attorneys, and life insurance agents, but they can also form regular corporations. You should consult with a lawyer if you are interested in forming a professional corporation.
You have as long as you like to work on your corporate formation on Nolo.com. When you fill out information in the corporation interview, your answers are automatically saved.
Note: You will receive a confirmation email, and your certificate of incorporation will be generated and sent to the Department of State.
If you ordered Nolo's Express Premiere Service, your corporate records binder and company seal will be sent to you independently, directly from the manufacturer.
When you receive your final corporate documents, you will receive instructions on a few more steps you need to take, which include holding an initial meeting of your directors and shareholders (who are likely the same persons).
After completing the corporation interview, you may no longer go back and change your answers because your order is being processed. You may, however, view your answers by signing in to your Nolo account at https://store.nolo.com/products/customer/account/login, clicking on My Account, and clicking on New York corporation.
Once we send your documents to the Department of State, we cannot refund your state filing fees and other third-party costs, such as courier and delivery services, should you decide to cancel your order. If you have a question after submitting your order, you may contact our filings specialists by going to www.nolo.com/customer-support/filing-support.
You can take as much time as you like to work on your corporation answer choices. Every time you add or edit an answer, your work is automatically saved.
After completing your purchase, you may no longer go back and change your answers because your order is being processed. You may, however, view your answers by signing in to your Nolo account at https://store.nolo.com/products/customer/account/login, clicking on My Account, and clicking on New York corporation.