State Processing Times and Fees
Nearly every state has standard processing times for corporation filings, but not all provide expedited processing. Check the average wait times for both standard and expedited filing times, because they can vary between states and they change periodically.
New York charges a filing fee for incorporating. Visit "compare pricing" in our incorporation center to see all state fees for New York.
Deciding Between a New York C Corp or S Corp Tax Designation
There are similarities between S Corps and C Corps regarding personal liability, management, structure and compliance. The differences in New York come down to the following:
- Ownership Rules: A C Corp is taxed as a separate entity from its shareholders. Shareholders also report and pay taxes personally on what the corporation pays them. An S Corp is taxed like a partnership with a "pass-through" tax structure. It's not doubly taxed because the corporate entity can pass income, losses, deductions and credits to shareholders for federal tax purposes. Corporate owners pay taxes on their share of the corporation's profits at their individual tax rates. To qualify as an S Corp, your business must be a domestic corporation, provide only one class of shares, have no more than 100 shareholders, and your shareholders can include only individuals, certain trusts and estates.
- Documents: If you want to form an S Corp, you must file IRS Form 2553 to elect this status, as well as New York Form CT-6 with the New York Tax Department.
Personnel Requirements
Each state has its own personnel requirements for incorporating. In New York, they include the following:
- Age requirement: Directors must be at least 18 years of age.
- Number of directors: One or more directors is allowed.
- Residency: There is no requirement that directors must live in New York.
- Officer positions: New York requires that each corporation have a president, a chief financial officer and a secretary. All three positions can be held by one person, but only under certain circumstances.
Other Requirements for Your Articles of Incorporation
In addition to personnel requirements, your New York Articles of Incorporation must include the following.
You must designate the Secretary of State as your registered agent for service of process of any legal documents. You must also provide the Secretary of State with a mailing address where your corporation can receive legal documents served against it.
Unlike in most states, designating your own registered agent is optional in New York. Your registered agent accepts important tax, government and legal documents for your corporation. The agent must be available during normal business hours. New York requires that you include your agent's name in your Articles of Incorporation. Your agent must have a physical address in New York, not a post office box. We can help you designate an agent when you incorporate with us.
You must include the following in your Articles of Incorporation in New York:
- The number of shares authorized to be issued.
- The par value of each share or class of shares and series, along with their designation. You can submit a statement that there is no par value instead.
- A statement describing the authority vested in the board of directors to establish, designate, and make changes between series of shares, if any.
Other Required Paperwork
New York requires that corporations file other paperwork in addition to their Articles of Incorporation. You must file a biennial report every two years with the New York Secretary of State. This report is due in the anniversary month of your incorporation, and it must include the following:
- The name and address of your chief executive officer.
- The street address of your corporation's principal executive office.
- An address to which the Secretary of State can mail a copy of any legal documents served on your corporation.
Failure to provide these reports might result in your company losing its ability to operate in New York.
Guidelines for Your Name
Your corporate name must be unique, and it should make a statement about your business. Make sure it complies with the following New York requirements:
- Your name should be distinguishable from that of any other registered business in New York. It must be followed by "Incorporated," "Corporation," "Limited," or an abbreviation of one of these words.
- Your name cannot be deceptive. If you're selling pizza, don't name your company "Sal's New York Dry Goods."
- Ensure that your name is distinguishable from that of any other existing corporation.
- Your name cannot contain any words that might mislead the public into thinking it's a public corporation or a government agency.
New York Corporate Taxes & Reports
Unfortunately, you do have to pay taxes for your new corporation. First, apply to the IRS for an employer identification number, or EIN. All corporations with employees require an EIN. It's similar to your Social Security number, but it's for businesses. You'll also need an EIN to open a corporate bank account.
Many business owners choose S Corps because they're generally exempt from federal corporate income tax and there's no double taxation. A C Corp offers more flexibility. You can have several classes of shareholders with different voting rights, but there are tax implications.
Keeping Corporate Records and Ongoing Filing Requirements
New York requires that corporations create records to maintain their corporate status, including bylaws and corporate meeting minutes. Bylaws set forth your company's operating rules, the responsibilities of its directors, and the rights and powers of shareholders. They can also address other corporate matters. We can tell you whether bylaws and meeting minutes are required by each state. You don't have to file your bylaws with the state, but you'll need them to demonstrate to banks, lending institutions, creditors, the IRS and the courts that your corporation is valid and legitimate. Bylaws also help to establish rules so you can keep your corporate assets and debts separate from your personal ones.
Keeping minutes of your director and shareholder meetings is also mandated by New York. Your corporate minutes should be maintained at either your corporate office with your other company records, or with your designated agent. The minutes are a historical record of your corporation's decisions, and they keep track of all votes on important business decisions. They also help secure your corporate status.
Best of luck with your New York corporation. We'll give you easy access to all the legal documents and information you'll need to get started.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.
