Thursday, May 19, 2022

A New York Corporation

Privately Owned Public Space Agreement Violation

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According to a New York City Comptroller audit in April 2017, BNY Mellon was in violation of a privately owned public space agreement for at least 15 years. In constructing the 101 Barclay Street building in Lower Manhattan, BNY Mellon had received a permit allowing modification of height and setback regulations in exchange for providing a lobby accessible to the general public 24 hours a day. Auditors and members of the public had been unable to access or assess the lobby for many years, and were actively prevented from doing so by BNY Mellon security.

In September 2018, the company began to permit public access to a portion of the lobby. However, BNY Mellon remains in violation of its agreement, as the lobby must be accessible to the public 24 hours a day. As of early 2021 the city Comptroller reported that company security personnel prevented auditors from entering or photographing the lobby and was seeking to have the “public lobby” designation removed.

The Certificate Of Incorporation Of A New York Non Profit Corporation Must Be Carefully Prepared To Satisfy Various Legal Requirements

It is extremely important that the Certificate of Incorporation of a non profit corporation be meticulously drafted, in order to satisfy all legal requirements, and to facilitate obtaining any required approvals from New York State agencies or departments, as well as to secure tax exempt status for the non profit corporation.

How To Incorporate In New York

To start a corporation in New York, youll 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.

Per NY Bus Corp L ยง 305 , the state automatically designates the Secretary of State as your registered agent or agent for service of process. While this meets the minimum legal requirement for appointing a registered agent in New York, its not ideal. With every incorporated business in the state as its client, the Secretary of State ends up processing mountains of documents each year and can move slowly. You should be the first to know of any legal issues, and you should be able to get your notifications ASAP. Thats why Northwest Registered Agent LLC offers real time document scans. As our client, youre our prioritynot just a number.

If youre starting a new business, you probably already know what you want to name your corporation. But youll 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.

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From New York To Delaware: The Process Of Redomesticating A New York Corporation

It is a common story we have heard from many emerging company clients: a young New York-based entrepreneur wants to start a company. The entrepreneur decides to incorporate his or her company in New York, believing New York to be the most obvious and best logistical choice because New York is where they are based, where the operations of the company, including its employees, offices etc. are to be based, and, not to mention, because of the many opportunities, diverse talent and creativity that has always attracted start-up companies to New York. Fast forward a couple of years, the company is starting to take off and has caught the eye of several institutional investors who are willing to invest in the companys growth, however, before investing they are requiring the company to be incorporated in Delaware. Why? As many entrepreneurs will soon learn, Delaware is considered to be the gold standard among many for a corporations domicile. It is known to be business and management friendly, there is an extensive body of corporate cases for companies to refer to, it follows the business judgement rule regarding decisions of directors, and generally, the laws tend to be flexible and favorable for founders and their investors.

How to Complete a Short-Form Merger Between a New York Corporation and Delaware Corporation

Hold Periodic Board Meetings And Record Minutes

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Corporations in New York must hold an annual shareholder meeting. During this meeting, the shareholders elect the board of directors. Your corporate bylaws should note the date for this meeting. Corporations also should regularly conduct other board of directors meetings and record the minutes.

Meeting minutes are legally required in New York. Well-recorded minutes are indispensable during disputes and court actions. Several companies offer corporate minutes templates. To learn more, read our review of the Best Corporate Meeting Minutes Templates.

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What Is An S Corporation

An S corporation is an incorporated business that is taxed as a pass-through entity. This means that S corps do not pay federal taxes on their business income. Instead, the business profits “pass-through” to the owners of the S corp, who are also known as shareholders. Then, the shareholders pay income tax and report their share of the profits in the form of salaries on their individual tax returns, which are then taxed.

In order to elect an S corporation status for tax purposes, corporations will need to file Form 2553 – Election by a Small Business Corporation. The form must be signed by all shareholders and must be filed within two months and 15 days after the start of the initial tax year.

To learn more, read our What is an S corporation guide.

Can My Business Name Be Different From My Corporation Name In New York

Some companies choose to operate under a name thats different from their legal name. This can either be called a doing business as name or an assumed name in New York.

In New York, assumed names for corporations are filed with the Department of State.

Learn more about assumed names with our New York DBA guide.

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Can A 16 Year Old Serve As A Director Of A New York Non Profit Corporation

Non profit corporations are sometimes conceived by young adults under the age of 18. Although directors of a non profit corporation are generally required to be at least 18 years of age, under certain circumstances, a person who is between the ages of 16 and 18 years of age may serve as a director of a non profit corporation. In order to permit the New York Non Profit Corporation to have a director between 16 and 18 years of age, the Certificate of Incorporation must be carefully drafted in order to take advantage of the legal provision that may permit such under age person to serve as a director.

Incorporating In New York Is Badass Here’s Why

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  • Limited Liability. Limited liability means that theres a legal separation between you and your business. If something goes wrong and your corporation gets sued, creditors can typically only go after your business assets to pay off debts.
  • Ownership Structure. This is a corporation, not some crazy free-for-all. There are rules, people. Owners elect a board of directors. The board of directors elect corporate officers. The corporate officers run day-to-day operations. These clearly-defined roles head off disagreements and convey stability to investors.
  • Corporate Formalities. New York corporations are subject to many more formalities than other businessesthink annual shareholder meetings and fastidious record-keeping. This might sound like a drag, but investors like formalities. They create accountability and transparency.
  • Prestige. Form a corporation in New York and you get to put a variation of Inc or Corp after your company name. Come on. It just sounds cool.

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How Do I Write Bylaws

Creating bylaws can be overwhelmingwhere 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 weve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.

How Do I Get An Ein For My Corporation

You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you dont have a social security number, youll need to submit a paper application form. Cant bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP servicean EIN is included.

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Open A Business Bank Account

To maintain personal asset protection, it is essential to have dedicated business banking and business credit accounts.

When your personal and professional accounts are mixed, personal assets like your home or vehicle are at risk in the event your New York corporation is sued. This is also known as piercing the corporate veil.

You can protect your New York corporation by following these two steps:

1. Get a Business Bank Account

Opening a business bank account protects your personal assets and legitimizes your corporation. Separating your professional account from your personal account also simplifies your businesss tax filing and accounting processes.

To open a bank account for your New York corporation, you will need an Employer Identification Number and your corporations formation documents.

Recommended: Read our Best Banks for Small Business review to find the best national bank, credit union, business-loan friendly banks, one with many brick-and-mortar locations, and more.

2. Open a Business Credit Card

Much like a business bank account, a dedicated business credit card will help your New York corporation separate your personal and professional expenses.

In addition to this, a business credit card will also help build your businesss credit history, which can be used to raise capital for your corporation. A higher business credit score will also help your business obtain loans and higher credit limits later on.

What Forms Do I Need to Start a Corporation?

File Certificate Of Incorporation

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Your corporation is legally created by filing a Certificate of Incorporation with the New York Secretary of State . The certificate must include the corporation’s name the corporate purpose the county in New York in which its main office is located the stock structure the designation of the SOS as the corporation’s agent for service of process and the name and address of the person to whom the SOS should mail any process received.

The SOS has developed an optional Certificate form that includes a general purpose clause and authorizes the corporation to issue 200 shares of common stock with no par value. If more shares and/or a par value are desired, rewrite this portion of the form to insert the desired number of shares and a statement of their par value or that they are without par value.

The certificate may be filed online or by mail. The fee for filing the Certificate of Incorporation is $125.

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How To Dissolve A New York Corporation

A certificate of dissolution must be filed with the New York Department of State in order to dissolve a New York corporation. It must be accompanied with a written consent form from the New York State Department of Taxation and Finance. In cases where the corporation has worked with and incurred tax liability with the City of New York, a Consent of the New York City Commissioner of Finance form must also be attached.

S To Form Your New York Corporation

  • Name Your Corporation
  • File for an EIN and Review Tax Requirements
  • Submit Your Corporations First Report
  • To start a corporation in New York, you must file a Certificate of Incorporation with the New York Department of State.

    To simplify the process of forming a corporation in New York, weve put together 10 easy steps to form your business:

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    Registering A Corporation In New York

    Becoming a corporation can be complicated. Many small business owners decide to hire a lawyer to get through the process. In order to incorporate, owners must:

    • File a Certificate of Incorporation with the Department of State.
    • Create bylaws.
    • Report taxes and other employee information.
    • Request a Federal Employer Identification Number from the Internal Revenue Service .
    • Apply for business permits and licenses.
    • Submit your entity’s first report.
    • Pay all incorporation fees.

    Free Mail Forwarding Business Address And More

    How to Start a Corporation in New York | NY Department of State

    At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service .

    Plan on accepting credit cards? We also offer a Free Credit Card Processing Consultation. Our specialists work with processors to negotiate low rates and better contracts for our clients.

    And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and morefor just $9 a month.

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    How To File A New York Corporation Amendment:

    To make amendments your New York Corporation, you must provide the completed Certificate of Amendment of the Certificate of Incorporation form to the new York Department of State by mail, fax or in person, along with the filing fee. Amendment forms are available on the Department of State website or in your online account when you sign up with Northwest. The New York Department of State does not require original signatures on the certificate.

    The New York Department of State accepts cash, check, money order, MasterCard, Visa and American Express. Dont send cash if you submit by mail. Checks should be payable to Department of State. If you pay by credit or debit card, include a Credit Card/Debit Card Authorization Form. Faxed documents must include credit or debit card authorization.

    If you request expedited service, you must include separate payment. Include an additional check or money order. If you pay by credit card, indicate the level of service requested in the space provided on the Credit Card/Debit Card Authorization Form.

    To Form A Corporation In New York Follow These Simple Steps:

  • Your corporation’s name must include the words Incorporation, Incorporated, or an abbreviation like Inc, and must be recognizably distinct from the names of other businesses already on file with the New York Secretary of State. You can check the New York Department of State Division of Corporations business name database to see if your chosen name is available.
  • Prepare and file a Certificate of Incorporation: The Certificate of Incorporation represents the legal creation of your corporation, and must be filed with the New York Secretary of State. The Certificate must include your corporate name and the county in which your main office is located. It should provide the business street address, number of shares the corporation is authorized to issue, and the name and address of the incorporator.
  • Appoint a Registered Agent: New York corporations must appoint the New York Department of State as their registered agent for service of process in the state. If the corporation is sued, the State Department will accept and forward legal papers on the corporations behalf.
  • Set Up a Corporate Records Book: This is where you will keep all of your corporation’s important papers, including minutes of director and shareholder meetings, stock certificates, and stock certificate stubs. Corporate records should be housed at the principal office of your corporation. You can use a three-ring binder to keep your corporate records, or you can order a special corporate records kit.
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    Submit Your Corporations First Report

    All New York corporations must file a Biennial Statement with the Department of State every two years.

    Your first report should be filed in the calendar month that you filed your Certificate of Incorporation.

    The statement should include:

    • The name and business address of the companys chief executive officer
    • The address of its main office
    • The address where the Secretary of State forwards copies of official documents received on the corporations behalf
    • The number of members on the board of directors
    • The number of female directors

    Corporations can file their Biennial Statement online through the Department of States e-Statement Filing System. There is a $9 filing fee for this transaction.

    Comply With Other Tax And Regulatory Requirements

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    Additional tax and regulatory requirements apply to your corporation. These include:

    EIN: Your corporation must obtain a federal employer identification number . You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.

    New York State Taxes: New York State Tax Law requires a corporation to file franchise tax reports and pay franchise taxes annually even if the corporation does not conduct business or loses money. Franchise tax requirements begin the date the corporate existence begins and continue until the corporation is legally dissolved by the Secretary of State. For more information, visit the New York Department of Taxation and Finance website.

    You will need to make sure that the name you want to use for your corporation is available. You can do a name search using the on the New York Secretary of State website. This will let you know if your proposed name is available and not already being used by another business.

    • You can register your business name with the New York Secretary of State for $20.
    • To file your Certificate of Incorporation, the New York Secretary of State charges a $125 filing fee.

    If you reach the point where it is time to close your business and cease all operations, then you will want to properly dissolve your corporation to limit your liability for lawsuits and government fees. Learn about the steps you will need to take in How to Dissolve a Corporation.

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