Stating A Corporate Purpose
In most cases, you can state your corporations purpose in general terms to allow for the greatest possible flexibility. New York has a standard certificate of incorporation form that contains a general corporate purpose clause: This corporation is formed to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law, provided that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.
Choose Initial Directors And Share Structure
Before you file the Certificate of Incorporation, you will need to select your initial director and determine your share structure.
Initial Directors
You must appoint at least one director who will oversee your New York corporation until the first shareholder meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator should call an organizational meeting. During this initial meeting, the incorporator will elect the board of directors.
A of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a , holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
the number of shares the corporation is allowed to issue.Issued Shares: the total number of shares actually issued to shareholders.
FAQ: Initial Directors & Share Structure
What is a Corporate Director?
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
What is a Share Class?
What Are An Articles Of Incorporation
While most would often think of successful companies as brainchildren of hard-working individuals, none of them would ever come into existence without accomplishing their needed paperwork. An article of incorporation declares the formation of business as a separate entity apart from its owners. This outlines the specifics of the company, namely its name, location, and organizational structure. This document is created and signed by its incorporators and submitted along with its operating agreement along with other forms.
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How To Start A Nonprofit In New York 501c3 Organization
Heres a rundown of the steps youll need to take to form a corporation in New York . For information that applies to any state, you should also read the general section on creating a corporation. You should also familiarize yourself with the website of the New York Department of State, which contains valuable information and resources.As guest bloggers, were looking for contributing writers with expertise in media law, intellectual property, the First Amendment, and other related fields. If youre interested, please get in touch with us for more information.
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.
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File For An Ein And Review Tax Requirements
After you incorporate your business, apply for a federal Employer Identification Number . Like a Social Security number for an individual, this nine-digit number is used for business identification and tax purposes.
You can apply for an EIN for your corporation by visiting the IRS website. The process can be completed in minutes and is free.
Once youre assigned an EIN, you must register it with New York, especially if you have employees. This number is used to track your employees wages, unemployment claims, and tax withholdings.
Your EIN is also needed for your corporation to file its federal and state taxes each year.
Why Are Corporate Articles Amended
Since much of the information in the articles of incorporation relates to its initial founding, there are only a few reasons to change these articles. Primarily, articles of incorporation are amended to make major changes that the state needs to know about
These changes you must inform your state about include:
- a change of address,
- a change in your official company name,
- a change in your egistered agent
- a change in type of corporation (from a general corporation to a professional corporation, for example,
- or to change stock information.
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How Do I Amend My Articles Of Incorporation
A Certificate of Correction can be filed with the Division of Corporations to make alterations to any document already filed. You must record the mistake or defect to be corrected, or the provision to be corrected or eliminated. You must also include the new, correct version. There is a $60 filing fee.
File A Certificate Of Incorporation Ny
Now that you have chosen a registered agent and at least one director, its time to make your corporation official by filing a Certificate of Incorporation form with the New York Department of State. This document will disclose some basics of your business for the public record, including:
- Corporate name and county of operation
- Registered office address
Filing Fee: $125
Filing Options
Submit the completed Form DOS 1239 – Certificate of Incorporation, along with the filing fee, using one of four options:
Filing Address:New York State Department of StateDivision of Corporations, State Records and Uniform Commercial CodeOne Commerce Plaza, 99 Washington AvenueAlbany, NY 12231
NOTE: When filing by fax, you must include a .
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Ii Obtaining Consent Of Phhpc Or Doh
All Certificates or Articles that include among their purposes and powers the provision of the following services or the establishment and operation of the following entities require submission of a certificate of need application to the DOH prior to the issuance of a consent.
- Hospital services or health related services
- Hospital
- Hospice
- Adult home
- Enriched housing program
- Residence for adults
CON applications and information are available on the Department of Health’s website:
or call 402-0911. With respect to CON applications for establishment as adult care facilities pursuant to Article 7 of the Social Services Law, call 408-1600.
Certificates or Articles that include among their purposes and powers the establishment or operation of a managed care organization or an independent practice association , as provided for by Article 44 of the PHL require the submission of an application to DOH’s Division of Managed Care. This application is also available on the Department of Health’s website: , or call 474-5515.
File The New York Certificate Of Incorporation
You will need to file Form DOS 1239 – Certificate of Incorporation to set up a corporation in New York. The New York Certificate of Incorporation is the document that officially creates your New York corporation. You can file it online, by mail, by fax, or in person with the New York Department of State. The filing cost is $125.
This document will cover the basics of your corporation, including:
- Corporate name and county in which its main office will reside
- Registered office address
- Incorporator name and address
The Certificate of Incorporation form issued by the New York Department of State only authorizes 200 common shares without par value. If your corporation needs a multiple share class structure or more than 200 common shares, you must compose your own Certificate of Incorporation.
The Certificate of Incorporation form issued by the New York Department of State only authorizes 200 common shares without par value. If your corporation needs a multiple share class structure or more than 200 common shares, you must compose your own Certificate of Incorporation.
What is a Share Class?
A share class is a group of shares that have a unique set of rights and privileges compared to other shares of the same corporation.
We recommend starting with a high number of authorized shares. Many attorneys suggest 10 million. By starting with a high number, you have the flexibility to issue shares as needed without paying legal fees to increase your initial authorized shares amount.
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Consequences Of Not Using One
If you dont file Articles of Incorporation , youre considered a sole proprietor or a doing business as. Youre treated differently because youre not separate from your business. You are the business. You could lose your personal assets if your business is sued. You could also face negative tax treatment as sole proprietor.
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?
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File Certificate Of Incorporation
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.
New York Corporate Taxes And Fees
The following are taxation requirements and ongoing fees for New York corporations:
- Biennial report.New York requires corporations to file a biennial report during the anniversary month of the incorporation. The filing fee is $9.
- Taxes.For complete details on state taxes for New York corporations, visitBusiness Owner’s Toolkitor theState of New York.
- Federal tax identification number .AnEINis required for corporations that will have employees. Additionally, most banks require an EIN in order to open a business bank account.
- State tax identification number.New York does not require a state tax identification number.
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Choose Your New York Corporations Initial Directors
You must appoint at least one director who, among other things, will oversee your New York corporation until the first shareholder meeting.
The directors of a corporation are in charge of the adoption, amendment, and repeal of the operational bylaws as well as the supervision, election, and removal of officers.
Later you will prepare an Incorporator Statement with complete names and addresses of each director and keep it in your corporate records book. For now, you only need at least one initial director to list on your Certificate of Incorporation NY.
Filing A New Business Registration
To file for a new business registration, you will need to submit the appropriate business forms:
Form used as examples of filing format:
- Sole proprietor, partnership, amended business certificate, and business discontinuance forms. May be purchased at any legal stationery store.
- All forms must comply with NYS General Business Laws
- Proof of Home Address is REQUIRED.
The County Clerk requires one original notarized form for file. The fees are $100.00 for the filing of the certificate plus $10.00 for each certified copy you wish to receive plus copy fee. The County Clerks Office has public copy machines for a fee of 25 cents per page fee.
THEREFORE: FILING A BUSINESS CERTIFICATE AND GETTING ONE CERTIFIED COPY WOULD COST $110.50 FILING A BUSINESS CERTIFICATE AND GETTING TWO CERTIFIED COPIES WOULD COST $121.00.
If filing by mail, please include the appropriate ORIGINAL notarized form with the proper amount of money payable by certified check or U.S. Postal money order. Please include a stamped self-addressed envelope for your receipt. Mail your request to:
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Licenses And Permits That You Might Need
Depending on your industry, you may need more than just a New York City business license or a State of New York business license. If you work in transportation, for instance, your employees will need commercial driver’s licenses. Other industries that require additional licenses and permits include:
- Food service
- Communications
- Construction
It is important to research your industry’s requirements to make sure you have the appropriate licenses and permits. Without them, you could face serious fines. The state or city could even stop your business from operating until you have the right documents in order.
If your business plans to operate in the city, then you will typically need a New York City business license, as well as one from the state. Some other cities in New York also require local permits and licenses. Contact your city manager’s office to determine whether you need additional documents to operate legally in the area.
incorporate.com, of course, can complete these steps for you. That way, you can concentrate on developing your business rather than having to cut through bureaucratic red tape and hunt down the correct personnel to determine whether you have all of the necessary permits to operate.
New York Business License
New York does not have a state business license requirement. However, you will need to get any occupational licenses as well as local licenses necessary for your business activities.
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Obtain Licenses And Permits
Now that youve registered your business name you need to obtain a business license for your company this authorizes your company to do business in your city or county. Typically this also involves registering for state taxes and permits .
TIP: We work with a company that can obtain and prepare business licenses and permits for you. .
Incorporating In New York
A New York corporation is a legal entity formed under state law that affords its owners limited liability, structure, and perhaps most importantly, credibility in the eyes of investors.
At New York Registered Agent, we help New Yorkers incorporate every day without the abhorrent fees and endless bureaucratic roadblocks.
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New York Nonprofit Formation Faq
How long does it take to process Form DOS 1511?
Processing time is typically 14 business days. Businesses can pay a fee to expedite the processing time .
How do I pay by credit card?
If you want to pay by credit card, you must complete the form and send it in with your submission.
How do I contact the Secretary of State for more information?
You can call for information at 473-2492 or visit the Department of State website.
Draft A Shareholder Agreement
As you launch your corporation, another integral document is your shareholder agreement. This legal contract is designed to protect the rights of your stockholders both majority and minority investors.
This document should clearly define who can be a shareholder in your company and provide safeguards for minority positions. Any restrictions on the transfer of shares should also be included.
Finally, your agreement should define the value of a single share of your companys stock and details on payments in the event of a company sale.
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Hold Periodic Board Meetings And Record Minutes
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.