Thursday, November 24, 2022

How To Register A Corporation In New York

Unique Features About Incorporating In New York

How to Start a Business in New York | NY Department of State
  • Incorporating in New York is fast if you use expedited service. The 24-hour expedited service is well worth the $25.00 fee.
  • Extensive list of restricted or forbidden words. Make sure to have an expert screen your name to see if there is some potential problem that will cause delay .
  • Extensive list of corporate purposes for which other states must give consent prior to filing by the Secretary of State.This includes the cumbersome and needless process by which professional corporations and professional limited liability companies are formed.
  • New York does not require a registered agent. The Secretary of State is your agent for service of process you only need to give a postal address that the Secretary of State can use to mail any process served against you. However, you are allowed to have a registered agent, and if you are located outside the United States, you will need an agent to accept service of process for youinside the United States.
  • Every New York LLC, limited partnership, professional limited liability company and registered limited liability partnership must publish notice of formation in two newspapers in the county where the office is located for six consecutive weeks then file the affidavits of publication with the Secretary of State within 120 days.
  • If you are planning to practice a licensed profession with your new company in New York State, then you will need to set up a Professional Corporation or Professional Limited Liability Company .

How Do I Open A Bank Account For My New York Corporation

To open a corporate bank account in New York, youll need to bring the following with you to the bank:

  • A copy of the New York corporations Certificate of Incorporation

  • The corporations bylaws

  • The corporations EIN

If your bylaws dont specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.

Apply For Necessary Business Permits Or Licenses

Even after you file your Certificate of Incorporation, youll need to acquire the required licenses and permits to operate.

Unfortunately, theres no one-stop shop for these necessary items. Licenses vary by industry and location and could include federal, state, and local requirements. Luckily, the New York Business Express offers new business owners a helpful tool that creates a checklist of required New York forms, licenses, and permits tailored to their specific situations.

Check with the economic development offices at the county and city levels to learn about any permits or licenses that youre required to obtain through these local municipalities.

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How To Form An Llc In New York

  • Optional: Choose a Registered Agent Service: In New York, the Secretary of State acts as the registered agent by default, though you may choose to use an alternative service.
  • File the Articles of Organization with the New York Division of Corporations. Note that your LLC must be published in 2 newspapers within 20 days of formation.
  • Hold an Organizational Meeting to take contributions from the members, issues Member Certificates, adopts the company Operating Agreement and more. .
  • Optional: Elect S-Corporation status with the IRS by filing IRS Form 2553. Yes, even an LLC can choose to be taxed as an S-Corporation .TIP: Speak to your tax advisor about this important issue because it adds complexity to your LLC most people would rather avoid.

Incorporating In New York Is Badass Here’s Why

BIComputing Service 5
  • 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.

Choose A Business Structure

The type of business structure you choose to form will determine how you register the business with the state. Use our how to choose a business structure guide to help choose which business structure is best for you, whether its sole proprietorships, general partnerships, limited liability companies , and corporations.

The factors you should consider when choosing a business structure will depend on your needs and wants for personal liability protection, tax liabilities, and paperwork to keep the company in compliance.

Recommended: We typically recommend forming an LLC for most entrepreneurs because this structure comes with personal asset protection, has no double taxation, and is pretty easy to maintain.

If you would like to use a service, read our guide on the best LLC formation services.

Read Also: How To Start An Llc In New York State

File Articles Of Organization

The articles of organization for your LLC contain basic information about your company, including its name and an address for receiving service of legal process. New York State mandates that every LLC designate its Secretary of State to be the company’s registered agent for service of process. New York offers a fill-in-the-blank Articles of Organization form that you may submit by mail, by fax, or in person to the DOS, along with the prescribed fee. This fee is payable by cash, check, money order, or credit card. You can also submit your articles of organization online.

New York Foreign Qualification Requirements

How to Register a Business Name in New York – Starting a Business in New York
  • In order to file for Foreign Qualification, the state of New York requires you to fill out what is called an Application for Authority form, provide a Certificate of Good Standing from Delaware and pay a filing fee.
  • New York also requires your company to retain a Registered Agent for the purpose of receiving any legal documents or service of process from the state. Some clients elect to be their own Registered Agent while others enlist the support of their Delaware Registered Agent.Often, the Delaware Registered Agent also provides the same service in New York. However, the Registered Agent is not required to sign the filing.
  • New York requires a member of the Delaware company, or an authorized representative for the member, to sign the application. In addition, this persons name and address must be provided to New York.
  • New York has an expensive publication requirement for LLCs . Within 120 days after filing as a foreign entity, a foreign LLC must publish a copy of its Application for Authority for eight weeks, in two separate newspapers, both of which are located within the county in which the LLC is located.The affidavits of publication, certificate of publication form and filing fee must be filed with the New York Department of State.
  • For more information on how to register your Delaware company in New York, or for assistance with the New York Foreign Qualification process, please contact Harvard Business Services, Inc. at 800-345-2677, Ext. 6130.

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    Transacting Business In New York

    According to New York’s LLC Act, you are required to register your foreign company with the state of New York if you are “transacting business” or “doing business” in New York. What does this mean? Well, like most states, New York’s LLC Act does not specifically define either “transacting business” or “doing business” in relation to foreign registrations.

    However, state laws governing when foreign companies must collect state sales tax in their state provide some guidance on the issue. Under these laws, a business must have a physical presence inor nexus withthe state in order to be required to collect state sales tax on sales to that state’s residents. Generally speaking, physical presence and nexus are synonymous, and mean having:

    • a warehouse in the state
    • a store in the state
    • an office in the state, or
    • a sales representative in the state.

    Certain exceptions may apply and the rules get more complicated with things like Internet sales. Nevertheless, in general, if you have an office, a store, a warehouse, or employees in another state, you will need to qualify your LLC as a foreign company in that state. For more details, including some possible distinctions between physical presence and nexus, check Nolo’s articles on Internet Sales Tax: A 50-State Guide to State Laws.

    How To File A Dba In New York

    New York requires a company use its true legal name to conduct business any company seeking to use a name other than its legal name must file for a DBA.

    • Check your business name by calling the County Recorder or visiting their website .
    • Obtain a Certificate of Assumed Name. Note that if you are a corporation, limited partnership, or LLC, you must instead obtain a certificate complying with Section 130 of the General Business Law.
    • File the forms with the County. The fee for filing is $25, plus any associated countys fees. For corporations, the fee is $100 for each county within New York City, and $25 for each county outside.

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    Appoint Directors And Hold First Board Meeting

    The incorporatorthe person who signed the articlesmust appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders . The incorporator must fill in an “Incorporator’s Statement” showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state.

    You should hold your first meeting of the corporation’s board of directors at which the directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize the issuance of shares of stock, set the corporation’s fiscal year, and adopt an official stock certificate form and corporate seal. The directors’ actions must be recorded in corporate minutes prepared by the incorporator or any of the directors and approved by the board of directors. Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status. For corporate meeting minute forms, see Nolo’s website or refer to Incorporate Your Business, by Anthony Mancuso .

    How To Register An Llc In New York

    How To Register A Company In New York State

    A limited liability company is a popular type of business entity because it pairs a corporation’s limited liability protections with a partnership’s flexibility. The legal requirements for establishing this business entity vary by state. To create and register one in New York, you must be a state resident or a business entity located in New York. You must also file articles of organization with the New York Department of State’s office and meet additional legal obligations.

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    Open Company Bank And Credit Accounts

    To keep business and personal expenses separate, you should open a separate account for your business. In addition, getting business credit cards is how you begin to build a company credit profile and can later qualify for larger loans and lines of credit. To open the account simply call your chosen bank and inquire on the steps to open a business bank account. Typically youll need a) your filed paperwork, b) your EIN and c) a company resolution authorizing your company to open the account .

    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 § 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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    How To Form A Corporation In New York

    How to Register Your New Company with the State

    Forming a 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 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 Corporation for just $99 + state fees

    or scroll down to our guide

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    Four Establish A Corporate Record

    Corporations are required under New York law to document and keep a permanent record of all important company decisions.

    The official corporate record may be kept at the corporations principal place of business, or stored in a safe location elsewhere. You should take the opportunity to set up a secure digital or physical location for storing company records as soon as possible.

    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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