Form a Corporation in New York

How to start a corporation in New York State

The Certificate of Incorporation is the document you need to file to make your business official; it usually consists of five paragraphs and includes important information about your business. The process of filing a Certificate of Incorporation in New York is fairly simple; however, there are a few tasks to complete before you can officially file. Below is an overview of the six steps you need to take when incorporating in New York:

1. Decide corporation type

You need to decide what type of corporation you wish to operate: C Corp, S Corp, or even a non-profit corporation. Make sure to research each type and understand the benefits of operating in New York before choosing the best one for your business needs.

2. Choose a company name

An important part of the incorporation process is choosing a legal company name. You need to choose an original name that isn’t in use by any other business; you can do a New York corporation search to check that the name you want to use is free.

If your desired name is already taken, then you can register a different legal business name and file a DBA (Doing Business As) to use your preferred name as your trade name.

3. Find a registered agent

Practicing good compliance in the early stages of your business lifecycle is crucial. An essential part of this compliance is hiring a registered agent. It's a legal requirement for U.S. businesses to have a registered agent in each state they operate in so, one of the first things you should do when starting your business is to find a reliable registered agent.

Once you have a registered agent, you’ll need to include this information in the fifth paragraph of your Certificate of Incorporation, designating an agent for service of process within the state.

4. Select an incorporator

The State of New York requires the Certificate of Incorporation to have the name and address and signature of the incorporator on the document. The incorporator is also responsible for filing the Certificate of Incorporation.

5. Issue shares

Corporations in New York must follow certain rules when it comes to issuing stocks and shares, and the number of shares being issued must be explicitly specified in the Certificate of Incorporation. Most corporations in New York are formed with 200 shares at no par value. However, the following are the exact rules that apply to New York corporations:

There is no legal minimum number of shares that a New York corporation can issue
Shares can be of one class or divided into different classes with varying rights
Shares can be designated as common or preferred; the type will affect factors such as voting rights and dividends
Shares can be issued with or without par value (the minimum price shares can be issued)

Issuing shares can be complex; it’s advisable to speak to a legal professional who can help you navigate the regulations surrounding share issuing and provide tailored business advice.

6. File the Certificate of Incorporation

After gathering all your information, you can file your Certificate of Incorporation form with the New York Department of State. Once you’ve filed the form, you’ll receive a receipt containing information such as the date of filing, your corporation's name, an extract of information from the certificate, and what fees have been paid. It’s important to keep this receipt safe as it serves as your official proof of filing.

After filing, your business should be officially incorporated. Our guide on how to start a corporation includes information on what businesses should do post-incorporation.

New York Corporation FAQs

New York has many benefits for corporations looking to set up their businesses. Despite the high tax rates, New York offers various tax incentives such as manufacturing tax credits for businesses investing in new property or credits for businesses that create jobs for people.

Another factor that attracts corporations is the fact that New York has a well-established judicial system, a factor that, along with the state’s reputation for efficiently handling business disputes, can be reassuring for businesses.

You can easily look up a corporation in New York by doing a business search using the Corporation and Business Entity Database. Here you can find key entity details such the entity name, filings history, and stock information. It’s advisable to not use this database to confirm whether an entity name is available or not since this is not a guarantee. If you’re looking for help with a name search, our name search and reservation services can help.

There are several steps involved in changing the ownership of a corporation in New York but it’s a fairly simple process. The most common method is through the transfer of shares, which involves getting approval from the board of directors, and updating the stock transfer ledger and issuing new stock certificates. You’ll need to also file a Certificate of Amendment with the New York state department to meet compliance requirements. If you’re changing ownership in New York, Corporate Creations can assist with the amendment filing through our business amendment services.

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