How To Form A Nonprofit Corporation In New York
Forming a nonprofit corporation provides liability protection for any type of business, and should be among the first steps you take as a new business owner. Starting a nonprofit corporation can help you protect your personal assets while adding legitimacy to your company. Follow our step by step guide or let us handle the paperwork on your behalf, ensuring your business is filed quickly and accurately.
Form a New York Nonprofit for just $99 + state fees
Registered Agent Services What You Need For Your New York Corporation
The New York Department of State requires every NY corporation to have a Registered Agent. Once you have assigned a New York Registered Agent, they can receive official correspondence and documents on behalf of your NY business. Registered Agents can be individuals or other specialized Registered Agent service businesses.
- If you choose a person as a Registered Agent, he or she must reside in New York
- If you choose a business as a Registered Agent, they must be able to conduct business in New York
- Your Registered Agent must have a physical street address
- They must be available in person to sign for any delivered correspondence during normal business hours
Incorporate your S Corporation or C Corporation through us to get your first year of Registered Agent services for free.
Forming A Corporation In New York
Here is an outline of the steps you need to follow in order to form a corporation in New York. You should also read the general section on forming a corporation for information applicable in any state. Additionally, you should familiarize yourself with the New York Department of State’s website, which has useful information and resources.
1. Choose a business name for the corporation and check for availability.
- Please see our section on choosing and checking the availability of a name for your small business, as well as our section on the trademark law aspects of choosing a name.
- New York law requires that a corporation name containthe word “Incorporated,””Corporation,” or “Limited,” or one of thefollowing abbreviations: “Inc.,””Corp.” or “Ltd.” Additionally, yourcorporation name must be distinguishable from the names of othercorporations, limited liability companies, and limited partnershipsalready on file with the Department of State. There are a large numberof words that cannot be included in the name without prior approval.For a full list, see N.Y. Bus. Corp. Laws § 301.
- Although you are not required to do so, consider registering your business name as a federal and/or state trademark.
2. Recruit and/or appoint a director or directors for the corporation.
- Under New York law, a corporation must have at least one director.
- Directors must be at least eighteen years old.
3. Prepare and file a certificate of incorporation with the Department of State.
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Choose A Name For Your Business
The first step will be to decide on a name for your business. Choose a name that is memorable and unique, easy to understand and pronounce, and accurately represents your business. When picking out a name, remember to conduct a name search to find out whether it is available. Jot down one or two alternatives, in case the name you settle on is not available for registration in New York.
There are a few rules that New York Corporations must follow in order to register a name.
First and foremost, the name you choose must be unique and not “deceptively similar” to the name of any other New York business. This is to prevent fraud or misrepresentation and is a common rule in all 50 states. You can find out whether a name is available in New York by searching the New York Department of State business entity database Opens in a new window for possible conflicts.
You can also utilize MyCorporation’s business name search service. Our team of skilled professionals will conduct a thorough search on your behalf and report back with the name’s availability. As an added bonus, when you complete your corporation filings with MyCorporation we also include a business name search for free.
New York Corporate Laws Protect You And Your Business
Protecting personal liability is the number one reason most people decide to form a corporation. Properly forming the corporation is the first step in order to gain all of the benefits and protections that the New York corporate laws offer. The following table outlines the specifics of New York corporate laws.
To learn more about New York corporation laws, visit New York’s Department of State, Division of Corporation’s frequently asked questions page. If you would like legal assistance with forming a corporation or other corporation laws, you can contact a New York business organization law attorney. You can also visit FindLaw’s sections on corporate laws for more articles and information on this topic.
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Apply For A New York Business License
New York has a ton of weird regulations. Shocking, right? Depending on what kind of business youll be doing, youll probably need to apply for some sort of business license or permit on the city or state level.
Theres no general business license you need to do business in New York State. But you still probably need to secure a business license on the local level, depending on your business type.
It really depends on what youre doing and where youre doing it. New York City corporations can use this New York City questionnaire to generate a customized list of requirements on the city, state, and federal level. Outside of NYC, corporations can use this New York State questionnaire. If youre feeling old-timey, you can also just call up your county clerk and ask.
The cost of a business license in New York can vary greatly depending on your business activity and location. For example, in NYC, a food truck will pay $200 for a two-year permit while a seafood delivery business will pay $4,000.
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.
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Choose A New York Registered Agent
In New York, the Secretary of State acts as the registered agent for all New York corporations by default. You can, however, choose to designate someone besides the Secretary of State as the registered agent for your New York corporation.
If you choose to use a registered agent service, the Secretary of State will still be the first point of contact for the state and for anyone who might serve your corporation with legal action.
The Secretary of State will forward the following to your corporation’s principal address or the address of your designated registered agent:
- All formation documents
- Any service of process information
- Documents regarding taxation and reporting
ZenBusiness offers one year of free registered agent services with their corporation formation package .
FAQ: Choosing a New York Registered Agent
Is a registered agent service worth it?
Using a professional registered agent service is an affordable way to manage government filings for your New York corporation. For most businesses, the advantages of using a professional service significantly outweigh the annual costs.
Learn more in our Should I Use a Registered Agent Service guide.
What happens if I dont have a registered agent?
If you don’t have a registered agent, there are negative consequences in most states. Your business could be penalized with lawsuits and fines, lose good standing with the state, and could eventually be dissolved.
How To Dissolve A Corporation In New York
If at any point you would like to permanently stop doing business, or close your corporation, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble.
There are six main steps to close your New York corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- Obtain written consent from the New York State Tax Department by filing your final tax return and submit a Request for Consent of the Commissioner of Finance with the New York City Department of Finance
- File the Certificate of Dissolution and a copy of the consent certificate with the New York State Department of State
- Close your federal and state business tax accounts with the IRS
- Close your business bank accounts
File Dissolution Documents
After receiving consent from the New York State Tax Department , file the Certificate of Dissolution and a copy of the consent certificate with the New York State Department of State. You can file by mail, by fax, or in person. The filing fee is $60.
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How To Start A Corporation In New York
Starting a corporation in New York is easy with our 5 step guide. You can start a corporation by filing formation documents with your state and setting up a board of directors.
Well show you how to start a corporation in New York yourself.
Or simply use a professional service:
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.
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File Your New York Biennial Statement
New York corporations file a reportcalled the New York Biennial Statementevery two years. The purpose of the Biennial Statement is to update your contact information with the state. You can only file your New York Biennial Statement online through the states e-Statement Filing System.
It costs $9 to file your New York Biennial Statement.
Well, yes. If you dont, your corporation will lose its good standing with the state, and that could make doing certain thingslike opening a bank account or obtaining a Certificate of Existencepretty difficult.
New York corporations must file a Biennial Statement by the last day of the corporations anniversary month every other year. For example, if you incorporated in New York in January of 2020, your corporations Biennial Statement would be due on January 31st of 2022.
What Should Bylaws Include
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 states that New York bylaws can make any other provision as well, assuming additions are in accordance with state law.
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New York Incorporation Faqs
How to incorporate in New York?
incorporate.com will complete several steps to help facilitate your organization’s New York incorporation. In most cases, the steps are as follows:
Why incorporate in New York?
There are numerous reasons to incorporate in New York. Many businesses and nonprofit organizations choose to incorporate in New York because it affords easy access to a large population of consumers.
Ready to create your company?
A business must complete paperwork, secure unregistered names, and pay appropriate fees before it can become a limited liability company in New York.
How To Register A Delaware Company In New York
Would you like to register a Delaware company in New York so you can start doing business in New York with your Delaware LLC or corporation?
If you own a Delaware company and would like to start operating in the state of New York, your first step is to register as a foreign entity. This process permits a company to transact business in a state other than where it was formed. Failing to adhere to local compliance issues may put your company’s assets at risk. However, if you file for foreign qualification for a Delaware LLC that will be operating in the state of New York, you can ensure your Delaware LLC is both legal and compliant in the state of New York.
If you’re interested in registering a Delaware company in New York, you’re probably wondering, “What does New York require in order to register my Delaware LLC as a foreign entity?”
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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.
Forming An Llc In New York
In order to form a New York LLC, a business must complete Articles of Organization and submit them to the New York Secretary of State. incorporate.com will submit this on your behalf using the information provided to us online. The Articles of Organization must contain the LLC Name, the County location, and the LLC’s mailing address or registered agent.
When choosing a name, it is important to find one that has not already been registered by another business. incorporate.com will review the name that you request and ensure that it is available and complies with New York’s requirements. This helps to eliminate unexpected delays in the company formation process, saving your business time, money, and energy. A New York LLC operating agreement is not required by state law but it will help define each member’s responsibilities for the business.
Typically, “LLC” or “Limited Liability Company” follows the organization’s name. New York LLC filing restricts the use of certain words in LLC names. Words such as “legal services,” “academy,” “education,” and “fidelity” are only allowed with the state’s permission.
Some words and phrases are completely prohibited. A LLC in New York cannot use or include the following words in its business name:
- urban development
For a complete list of restricted and prohibited words, you can contact the New York Department of State.
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How Much Does A Dba Cost In Ny
DBA filing fees vary depending on the location of the business and the business type.
Sole proprietor and partnership DBA fees are assessed by the county where the business is located. You must access your county directly for specific fee information. You can do this online or by calling the county clerk. You can find your counties’ contact information on the NYSAC.org website.
Fees for incorporated businesses like LLCs and corporations are as follows:
$25 for the Certificate of Assumed Name$10 Certified Copy of Certificate of Assumed Name$150 2-hour processing, $75 Same day, $25 within 24 hours
Additional Fees For Corporations Only
$100 for each NYC county where the business is or will be conducted within New York City $25 for each county where the business is or will be conducted outside New York City$1,950 to include every New York State county and the Certificate of Assumed Name combined
Does A New York Corporation Need A Business License
New York doesnt require a general business license. However, local areas often have their own licensing requirements. For instance, NYC and Buffalo both license dozens of specific business activities, from arcades to tow trucks.
Also note that professional corporations will need to include a Certificate of Authority from the state Education Departments Division of Professional Licensing Services with their formation paperwork. To learn how to apply for these certificates, see our page on New York Professional Service Corporations.
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