Certificate of Formation NY: Legalize Your Business

NY Certificate of Formation is the legal document filed with the Secretary of State’s office to form a new corporation in New York. It details the company name, address, type of business it will engage in, and other information required by law.

Why do corporations need a Certificate of Formation?

A new corporation must file its certificate of formation with the New York Department of State (DOS). Articles can be submitted online or on paper using forms for both options available on the DOS website under the Business Corporations tab.

Articles are approved within two weeks after filing if no correction is necessary. If there are corrections, articles are reviewed by internal staff and then forwarded to Legal Bureau, which may take up to 30 days for review.

If your application documents are not processed within 30 days, you may contact the Customer Service Bureau. However, DOS cannot guarantee the date of response or issue.

DOS charges $125 for filing Articles of Organization. Corporations are formed after DOS approval.

What are Articles of Incorporation?

The Articles is a document filed with the New York Secretary of State that establishes the existence of your corporation. Every corporation must have at least one incorporator who signs the Articles on behalf of your company.

What do I need to form my corporation in New York?

You will need to gather the following information when forming your corporation:

  • the location where meetings will be held (if different from home address),
  • the average number of people who will attend each meeting,
  • stock transfer agent’s name and address,
  • number of shares you plan on offering at what price per share,
  • names and addresses of shareholders before dissolution occurs,
  • certificates of incorporation must show a brief description of the purpose of the company

What types of businesses operate in New York State?

New York is a diverse state with many different types of business entities. The information below breaks down the top five most popular formation types for New York.

1. Public corporations

Public corporations are companies that offer shares of ownership to the public to raise money.

The most common type of public corporation is a C Corporation, where shareholders do not have any liability for the company’s actions.

2. Limited Liability Companies (LLCs)

Limited Liability Companies (LLCs) combine the tax structure and operational flexibility of partnerships with the liability protections afforded by corporations.

LLCs are popular choices because they protect personal assets but retain their ability to conduct business at lower costs than typical corporations.

3. Private Corporations

Private Corporations are companies whose shares are held by private investors rather than by the general public.

4. Professional Service Corporations

Professional Service Corporations (PSCs) offer professional services such as accounting, architecture, and law. These entities were created for self-employed professionals, but they can now be used by any type of business that provides a professional service

5. Limited Liability Partnerships (LLPs)

Limited Liability Partnerships (LLPs)are entities formed by two or more partners to run a business together. The LLP is similar to an LLC but formed by two or more individuals with the same objective.

Forming a New York Corporation is Easy

Step 1: Create a Name for Your NYS Corporation

Your corporation name must end with “Corporation,” “Incorporated,” or “Limited.” The full name, including the type of business entity, must not exceed 100 characters.

It is advisable to use a fictitious name if you will be operating a business under a different trade name from what you call your corporation.

Use and Availability of Names:

  • Use the New York Division of Corporations Name Availability Search web page to check for the availability of names.
  • The Corporate Name Availability search does not provide real-time status, so results should be checked two weeks after filing.
  • Also, check for name availability at American LegalNet’s State Filing Offices web page before applying, as this may result in your expediting the process by using at a different state filing office.

Name Requirements:

  1. Your corporation name must end with “Corporation,” “Incorporated,” or “Limited.”
  2. The full name, including the type of business entity, must not exceed 100 characters.
  3. If your first choice of corporate name is unavailable, you can start a new search on that basis or amend your initial filing to a different available name.

Can I use the name of a foreign corporation?

A foreign corporation may not transact business in New York until it has registered with the Department of State by filing an Application for Authority, which must be done before conducting any activity within the state.

What are some advantages/disadvantages of incorporating nationally?

Advantages include:

  • limited liability
  • centralized management
  • easy transferability and Federal tax treatment.

The disadvantages can include:

  • higher franchise taxes
  • double taxation on income
  • loss of privacy afforded under incorporation statutes.

Step 2: File Articles of Organization in NYS

Articles of organization names can be searched online at the DOS website for real-time status. It may take up to two weeks after filing for completion. You need to pay a $200 fee which includes the Articles’ recordation fee and publication fees.

Articles must include:

  1. Name of theNew York corporation as it will appear on papers filed with DOS (including the corporate ending)
  2. The street address of the principal office/registered office in New York. If no such address is given, then the mailing address must be stated and may not be a post office box.
  3. If your first choice of corporate name is unavailable, you can start a new search on that basis or amend your initial filing to a different available name.
  4. Complete list of each class and series of authorized shares and their par value unless you elect not to have shared with a par value
  5. Provide the number of shares for each class & series authorized, whether any are without par value, voting or nonvoting, or both.

Step 3: Draft Your Corporation’s Bylaws

Your corporation must have bylaws to operate. Create your set of bylaws using our New York State Basic Corporate Bylaws.

Following the sample is advisable unless you want to make changes or need additional help, in which case you should contact an attorney.

How to Prepare Bylaws for Your New York Corporation?

New York Corporations are required to file Bylaws with the Department of State (DOS) along with their Certificate of Incorporation.

Some directors like to write their model Bylaws, while others find it easier to use an existing form. If you want to prepare your own set of Bylaws, here are some pointers that will get you started:

  1. Decide if your corporation is organized as a close corporation or business corporation: Close corporations have more restrictive rules than businesses organized as either close corporations or business corporations. For example, directors can be personally liable for everything a corporation does if they act outside the scope of authority granted by the Board of Directors. This article discusses what directors can and cannot do in close corporations. If you need to know if your Board of directors has the power to do something, check the Bylaws first. If they don’t authorize it, then your Board does not have that power.
  2. Decide how many and what kind of meetings you want your corporation to hold
  3. Do you want Directors and Officers (D&O) liability insurance? If you choose to take out D&O insurance for officers and directors, all members of the Board must sign any waivers requested by the insurer to ensure coverage. You also must make sure your corporation adopts an indemnification resolution before completing such releases. The answer should be executed by a majority vote of disinterested directors under Section 718 of the NYBCL.
  4. Not all New York corporations can take out D&O insurance. Corporations that are not formed for the primary purpose of carrying on a business for profit, nonprofit corporations, and religious corporations cannot take out D&O insurance.

Step 4: Appoint a Registered Agent for Service of Process in NYS

You must appoint a registered agent to accept service of process if you do not wish to receive service at the office address listed on your Articles of Organization.

A corporate officer whose name and business office are stated on the Certificate of Incorporation may act as an agent without qualifying as a registered agent or appointing another person as a registered agent. Businesses may appoint agents for service of process through the NYS Division of Corporations.

  • A registered agent’s name and address must be stated in the articles or certificate of formation.
  • Service of process may be accepted at this location unless you have given written notice to the secretary of state that the process should be served elsewhere. If you do not, then it will be sent to your corporation’s principal office/registered office.
  • You must file one original plus two copies and appropriate filing fee with DOS and mail a copy to yourself as a registered agent at the post office box address.

How do I change the address of my Registered Agent?

You may change your registered agent by filing a form with the state through which you originally registered your corporation. If you have not previously done so, this information will be included in the documents you received when you incorporated or created an LLC.

Service of Process:

If you choose not to accept service on behalf of your corporation, you can appoint a registered agent for the service of process.

A business entity may revoke a prior designation of the registered agent without a court order by filing an instrument revoking the appointment with DOS. The effective date of revocation will be the postmark date of the instrument if it is mailed to DOS.

How do I serve process on the Secretary of State?

The Secretary of State is not authorized to accept service on behalf of the corporation or LLC. Service must be made by an attorney admitted to practice law in New York State or by a registered agent. It is best to consult an attorney on how to properly serve the process.

Step 5: Choose Your New York Corporation’s Initial Directors

Directors of a New York corporation must be individuals who are at least 18 years old. Their names and business address, including a street address, if different than a mailing address, must be stated on the articles or certificate of formation.

How many directors are required in New York State?

Generally speaking, your Articles of Incorporation will require at least 3 directors with at least 1 in upstate and 1 in downstate.

If your corporation has an uneven number of directors you should include the reason why in your amendment.

Step 6: Set Initial Meeting Date (if applicable)

The first meeting date would be within 30 days of any incorporator signing the Articles of Organization.

If you do not need to hold this initial meeting, set the day of your annual meeting as your first meeting date. This is also true for amending your bylaws, issuing shares, or dissolving your corporation.

Conducting Your First Board of Directors Meeting

Your first Board Meeting should be set within 30 days of your corporation’s effective date. Your corporate Records Book can serve as the minutes for this meeting, but it is advisable to have a separate “Record of Directors and Officers” which documents their acceptance of office, number of shares issued to each director, etc.

Step 7: Publish Your Obligation to File an Annual Statement in NYS

If you do not file an annual statement with DOS byMarch 1 of each year, you are assessed a $25 penalty. Annual statements are due for odd-numbered years on March 1 and even-numbered years on the last day of February.

What are the publication requirements of the Limited Liability Company Law and Partnership Law?

The Secretary of State publishes all limited liability company and partnership documents filed with the New York Department of State unless the document is designated confidential. The following documents are available for viewing at https://www.dos.ny.gov/corps/:

  • The Articles of Organization for a limited liability company
  • The certificate of limited partnership to form a limited partnership
  • The Statement by Registered Agent for Service of Process to form a registered agent in New York for service of process on an out-of-state entity.

What to Include in the Publication Notice?

The publication notice must be printed in independent newspapers or journals addressed to the public and distributed throughout the county.

The notice must include:

1) your name and address;

2) a statement that you are filing for incorporation (or formation of an LLC);

3) the date on which and the county where you intend to file your certificate;

4) a brief description of the business you will carry on, if not given earlier;

5) for corporations, whether it is transacting business or exercising its charter powers in this state or intends to do so after incorporation becomes effective.

Step 8: Specify NYS Tax ID Number if Apply for One

If you apply to the New York Department of Taxation and Finance for an Employer Identification Number (EIN) or file business tax returns to them, you must complete Form IT-204, Application for New York State Employer Identification Number.

Before filing this form with DOS, make sure your corporation’s name is not already registered to another business entity in New York State.

Step 9: Obtain a Certificate of incorporation from the NYS Department of State

The Corporation Bureau will mail your certificate to you within 120 days of filing. If there is a problem, you will be notified.

When I File the Certificate of Incorporation, What Will I Receive From the Department of State?

When you file your Articles of Incorporation, you will receive a Certificate of Incorporation. This document will certify that the New York Department of State has approved your Articles of Incorporation. In addition, if it is a corporation for profit, the certificate will include a corporate number.

May I fax a request to the Division of Corporations?

Yes, a request for a Certificate of Incorporation may be faxed to the Division of Corporations State Department at (518) 474-1418. The filing receipt will serve as proof that your organization has been formed as a not-for-profit corporation.

Step 10: Filing an Amendment or Restated Articles with DOS

Amendments go into effect on the day filed in DOS if filed in paper form when signed by all incorporators. If filed electronically, it goes into effect on the date and time filed.

Step11: Filing a Certificate of Merger with DOS

A certificate of merger is used when two or more business entities merge and one or more of the entities will cease to exist after filing. A certificate of merger does not need any incorporators and must include:

  • names and addresses of surviving and new corporations
  • their tax ID numbers, if applicable
  • names and titles of officers in each corporation before the merger, if applicable
  • certification that the New York State Tax Department has approved the merger
  • the location where certified articles are maintained in paper form or electronic form if filed by DOS

Advantages Of Incorporating In New York

There are several advantages to incorporating in New York. Some of these advantages are:

  • Establishing your corporation is less expensive than most other forms of business entities when starting out. It costs around $275 to set up a New York corporation, depending on the level of service you require
  • There are no restrictions or requirements on ownership or residency for shareholders, directors, or officers
  • A New York corporation can have an unlimited number of shareholders
  • Shareholders are only liable up to the amount which they have invested in a New York corporation
  • It’s easier for a new business to raise capital from outside sources
  • There are no limits on distributions of profit and loss among shareholders, unlike a limited liability company where there is a prohibition on making distributions until the LLC has been in existence for at least four months.

Disadvantages Of Incorporating In New York

Disadvantages of incorporating in the state of New York include:

  • A few more filing requirements than some other states; for example, a New York corporation must hold its Initial and Annual Meetings on consecutive days (or at least three days apart) and file its minutes within 10 days of either meeting
  • The filing fee for a Certificate of Amendment is $75 or $150 depending on the nature of the amendment
  • A New York corporation may be subject to another tax called an entity-level tax. This can be especially costly if your corporation has no income against which it can offset expenses. It also doesn’t apply to not-for-profit corporations so this will only apply to corporations operating for a profit
  • A New York corporation must file an Annual Report each year within two and half months of the anniversary date of its incorporation. The filing fee is $50. This report gives you information on your corporation, its stockholders, and its officers
  • You are required to keep the minutes of all meetings of directors or shareholders. Any action or vote was taken by written consent also must be in writing, signed, and acknowledged by the person(s) consenting to it.

How much does it cost to form a corporation in NY?

The filing fee for the articles of organization is $105 plus any optional additional fees if you are forming an LLC or LLP. Additional fees are determined by your choice of service provider and how many incorporators there are.

Set Up a Corporate Records Book

A corporate records book is a 3-ring binder where the minute book, stock ledger, and transfer ledger will be kept. You must have these three books to maintain your corporation’s record of shareholder names and addresses, meetings held, stock issued, and transfers.

The information in this brochure was previously published by the New York State Department of State as Publication 15 – Your Limited Liability Company. In order to provide you with the most up-to-date information, we have replaced it with a new publication.

Get an EIN(Employer Identification Number)

The Employer Identification Number (EIN), also known as the Federal Tax ID number, is assigned to all organizations that have employees or are required by law to file an employment tax return.

The EIN is used to identify your corporation for tax purposes. A sole proprietor needs only an SSN, but any other entity will need an EIN. An EIN can be obtained online in about 30 minutes through the IRS website at www.irs.gov.

Open a Bank Account For Your New York Corporation

You must have a bank account for your corporation. The bank may ask you to provide a copy of the Articles of Incorporation (DOS Form DSC 1419) and the Certificate of Incorporation (DOS Form DSC 1418) before opening an account.

At that time, you will also need to fill out a standard “Application for Employer Identification Number” (IRS Form SS-4), which is available at any IRS office.

Business Connection Services offers New York corporations low-cost banking solutions by partnering with Preferred Bank &Trust Company. For more information on preferred services visit www.bcstc.com or call 1-800-775-7000.

Establish and Build Your Business Credit Score

A good credit rating offers several unique advantages for growing businesses. When seeking financing or applying for a business loan, it’s important to build and maintain a strong credit rating.

A good credit rating also helps attract quality employees, as well as give your New York corporation credibility when dealing with business partners.

Establishing and building high-value business connections starts with having a professional profile that is accessible by potential trading partners through the free online Business Connection Service (BCS).

Organizations of all types benefit from using BCS to establish effective relationships that lead to increased sales opportunities, lower costs, improved service levels, and more efficient operations.

Open Your Mailing Address With The U.S. Post Office

You should open a mailing address because direct mail is an efficient and effective means of marketing your products and services. A post office box often can be obtained for as little as $20 per month, plus the cost of postage.

What should I do if my corporation or LLC has moved its principal office?

You must file a certificate of change of address by filing either Form U17, “Certificate of Change of Registered Office or Principal Office”, or Form SBN, “Certificate by LLC Changing Name, Registered Office and/or Agent for Service of Process”, with the Department of State prior to the effective date.

The fees are $25 for mailing in regular mail or $50 for overnight delivery (more information can be found here: https://www.dos.ny.gov/corps/directors_corp.html#howtocompliancenew york ).

Accounting For Your Corporation

Your corporation should keep its books and records in accordance with Generally Accepted Accounting Principles (GAAP) as prescribed by the Financial Accounting Standards Board.

Your accounting records must also be consistent with your financial statements. You may use either cash or accrual basis accounting, but you cannot use both within any given tax year.

Keep Detailed Records For IRS Audit Purposes

When it comes to corporate taxation, New York corporations are classified as “C” Corporations for tax purposes. A C Corporation files a corporate income tax return every year reporting its taxable income, gains, losses, and deductions.

The net earnings of a C corporation are subject to federal income taxes at graduated rates ranging from 15%-35%. If the corporation is owned by several people, all of the owners must be involved in its day-to-day operations. If not, it could be classified by the IRS as a “Personal Service Corporation” and taxed at 35%.

Operating Agreement of Your New York Corporation

A corporation must have an operating agreement that outlines how it will be managed. The agreement should specify the relationships among the shareholders.

It also specifies how funds will be distributed, what authority (if any) the officers and directors have, who is responsible for making major decisions or signing contracts, which events can trigger a dissolution of the corporation, and other important information.

Owners of New York Corporations are not required by law to file an operating agreement; however, it is strongly recommended that one be drafted. If you don’t take this step now while your business is new, an operating agreement may become necessary in order to resolve disputes later on when unexpected issues come up.

Research Business License Requirements

You may need a business license in New York to open and operate your corporation. Many jurisdictions require companies doing business in the area to obtain a local tax registration before commencing operations. You will be required to collect sales tax and real estate taxes in order to remit them back to the state and city

How do I Incorporate a Church or Other Religious Denomination?

A church, whose principal place of worship is in New York State, may incorporate under the Not-for-Profit Corporation Law. A certificate of authority to conduct business must first be obtained from the New York Department of State (“SOS”).

Religious Corporations Filing Requirements – File a Certificate of Authority Application along with articles of incorporation or articles of organization, executed by one or more incorporators. The corporation name must include “church” or any other religious designation required by Section 404(a) of the Nonprofit Corporation Law.

How To Get A Tax ID Number (EIN) For Your Corporation

When you form a corporation, you’ll need an Employer Identification Number (EIN). An EIN is used by employers for reporting purposes. It’s also necessary if your corporation has employees on its payroll, or if it conducts any type of business anywhere outside of New York State.

What is an S Corporation?

New York corporations can elect to be treated as an S corporation by filing IRS Form 2553 with the IRS. An S corporation must file Form 1120S, the corporate income tax return. There is no state income tax on an S corporation’s net earnings. Income and losses generally are passed through to shareholders.

What is a business corporation?

Corporations conduct business and exist separately and apart from their shareholders. They have a legal existence of their own that persists unless the corporation is dissolved or merged with another corporation. A corporation can exist in any one of the 50 states, even if none of its owners (shareholders) reside there.

Classes Of New York Corporations What Are The Different Corporate Classes?

New York law provides for three classes of corporations: domestic, foreign, and not-for-profit. The term “domestic corporation” means any one of the following:

  • A New York Stock Corporation which has complied with Section 1105(a)
  • A New York Stock Corporation is exempt from filing its certificate under Section 801.1 because it has less than 35 shareholders
  • A New York Stock Corporation that is not exempt from filing its certificate under Section 801.1 but has filed its certificate
  • A corporation incorporated in another state or country with a certificate of authority to conduct business in New York State which has complied with Section 1105(a)
  • Any other type of foreign or domestic corporation authorized to transact intrastate business pursuant to Section 1004(d).

The term “foreign corporation” means any one of the following:

  • A foreign corporation, whether it has complied with Section 1105(a) or not, which desires to transact intrastate business in this state
  • Any other foreign corporation authorized to transact intrastate business pursuant to Section1004(d).

The term “not-for-profit corporation” means any one of the following:

  • A not-for-profit corporation incorporated under Section 4001 or 4003 of the Not-For-Profit Corporation Law
  • A not for profit unincorporated association which has registered as a not for profit corporation pursuant to Section 103 of the General Business Law and is authorized to transact intrastate business by Sections 1004 and 1108.

What Is A Stock Corporation?

The term “stockholder” means any person who owns shares in a New York Stock Corporation, which has complied with Section 1105(a). The term “stock” means the ownership shares issued by a New York Stock Corporation.

A stockholder is entitled to receive dividends out of the assets, after payment of liabilities, and after providing for reserves as may be required by law, if any, as declared from time to time by the directors out of legally available funds.

What is a Professional Service Corporation?

A Professional Service Corporation (PSC) is a corporation formed by licensed and regulated professionals (e.g., doctors, dentists, lawyers, accountants), which provides professional services for profit to the public. PSCs are subject to different rules than other corporate entities and require much more involvement from each shareholder.

An alternative type of company that may be suitable for certain professionals such as doctors and lawyers is called an LLC “Professional” LLP or LLLP. This private structure allows members to offer their service to clients under their personal names while enjoying limited liability protection similar to what a corporation would provide.

What is the fee for filing an LLP Statement?

The fee for filing an LLP statement is $50. To register as an LLP, you must file a Statement of Limited Liability Partnership (LLPStatement) with the Department of State Division of Corporations. The application may be filed online using our Online Business Filing Portal or by paper, by mail, or in person.

What is a “backer” or a “cover sheet”?

A backer is a stockholder who does not attend the meeting of shareholders and in whose name his or her shares are voted either in person or by proxy.

The term “cover sheet” means a certificate signed by the president, vice-president, treasurer, assistant treasurer, or register of members stating that the shareholder named therein is present at such meeting and files such cover sheet with the minutes of proceedings before such meeting.

Where can I get my corporate kit or corporate seal?

Corporate kits are usually available from office supply stores that offer business forms. The cost of a basic kit, which includes most of the necessary forms, is typically very affordable. A corporate seal with its own case can be purchased at any stationery or office supply store.

A self-inking rubber stamp with a name and address may also be used in place of a seal.

How do I obtain a Certificate of Status?

A Certificate of Status must be obtained in order to conduct any business in the State of New York. This document is necessary for incorporating, licensing a foreign corporation, or obtaining tax-exempt status from the IRS.

Certificate of Status will contain all information needed to hold business such as the name and address of the incorporator, date incorporated.

How do I file a Certificate of Assumed Name?

A Certificate of Assumed Name must be filed when a business is operating under a name other than its legal name. For example, if John Doe wanted to open “John’s Corner Deli” he would file a Certificate of Assumed Name with the County Clerk in order to hold business under that assumed or fictitious name.

Frame Certificates are available from the New York offices of the Department of State, Division of Corporations. The cost is $5.00 per certificate and includes a black-gold double mat and a brass hanging fixture.

How is a Corporation Taxed?

New York State imposes a tax on all corporations that do business in the state. The amount of this tax is based upon the corporation’s net income for the taxable year, which means you must file Form CT-1120 each year to report your company’s income.

Types of taxes:

  1. An income tax of 8.85% on taxable income of corporations with annual net income over $25,000
  2. A franchise tax, payable in advance on a quarterly basis, for all corporations doing business in New York State regardless of the amount of their taxable capital. For example: if your corporation has a minimum franchise tax liability of $250 at the end of a given quarter, you will be required to pay an additional estimated charge by January 15th which reflects the anticipated liability for the next three quarters. All U.S. and foreign corporations who maintain or have maintained an office or transacted business in New York State must file Form CT-1504 every year.
  3. A foreign corporation tax on the net income derived from or attributable to sources within New York State
  4. A withholding of taxes for nonresident employees working in New York State, called “withholding of estimated personal income tax” is also known as “withholding of estimated taxes.”

Online Filing of Biennial Statements

All corporations doing business in the State of New York are required to file a Biennial Statement online each year with the Department of State. The due date was December 31st, 2011 for this filing.

Why should I file a Biennial Statement?

All corporations doing business in the State of New York are required to file a Biennial Statement online each year with the Department of State. This filing is required for all corporations, whether they are new or existing, and MUST be completed no later than December 31st. The due date for filing the 2012 Biennial Statement is December 31, 2012.

Which form can be used to file my biennial statement?

The Uniform Business Report (UBR) may be submitted online or by using Form UBR-100. There is an additional fee of $15 for certain types of reports that require certification including but not limited to Articles of Dissolution, Certificate of Election To Wind Up And Dissolve.

When do I file a Biennial Statement?

All New York corporations are required to file a Biennial Statement online each year with the Department of State no later than December 31st. Corporations are also allowed, but not mandated, to file every 2 years.

What is a Biennial Statement Amendment for a Business Corporation?

A Biennial Statement Amendment is a biennial statement transaction with an effective date prior to the original filing date. An amendment can be filed for changes on any of the required items in your Biennial Statement including but not limited to Years of Incorporation/Organization, Registered Agent, or Registered Office.

What is the difference between an initial filing and an amended filing?

The main differences between initial filings and amendments are:

  • The initial filing requires payment of the annual Biennial Statement fee.
  • If filed within 30 days from the date of incorporation, no fees are due as long as everything is correct and complete. In this case, it is advisable to file the Biennial statement as soon as possible to avoid a penalty!

What is a “Statement by Officer?”

A Biennial Statement by Officer is required for corporations with fiscal years ending on June 30th or December 31st that have not yet filed a biennial statement prior to July 1st. The corporation must also file an additional amendment if there are changes in officers within 90 days of delinquent filing.

What is a Not-for-Profit Corporation?

A not-for-profit corporation is created for some social, civic, or charitable purpose that does not have the aim of making money for its members. Not-for-profit corporations are exempt from taxes on income and assets held in furtherance of charitable or educational purposes.

What is an example of a not-for-profit corporation?

A nonprofit organization (NPO) is an organization that uses surplus revenues to achieve its goals rather than distributing them as profit or dividends; if an NPO carries out a business then it must be concerned with furthering its cause rather than making profits.

How do I form a not-for-profit corporation?

A not-for-profit corporation is formed by filing Articles of Incorporation with the New York Secretary of State. There are no residency or other requirements on who may serve as a director, officer, or agent.

My corporation or LLC is no longer in business. What should I do?

A corporation or LLC may voluntarily dissolve by filing a Certificate of Dissolution with the Department of State. If the entity is in good standing when it files the certificate, no fees are due; if delinquent in its filings, all outstanding fees, and penalties must be paid. If the corporation or LLC is in good standing and has no outstanding fees or penalties, it will not be required to file an Annual Report.

Choosing Company Formation Services

Hiring the right formation service is crucial to forming your business entity. Before selecting a company, you should do some research to make sure they are knowledgeable and trustworthy. Here is the list of the most popular services.

1. New York Business Solutions:

The New York Business Solutions is a professional formation consultancy offering incorporation services to small and medium-sized businesses. The company also provides domain name registration, web design, e-commerce solutions and other administrative support.

Packages Proposed:

  • Incorporations: $800
  • Nonprofit incorporation $1300

2. IncFile:

IncFile is a professional company offering business formation, LLC formation and other incorporation services. The incorporation packages come with a free registered agent service for one year so you can form your business in a matter of minutes.

Packages Proposed:

  • Single Member LLC for 1 Year:$699.00 or Monthly Plan from $47.95/Month
  • Sole Proprietorship / Partnership /C Corporation(including stock option) from$49.95/Monthly plan

3. LegalZoom:

LegalZoom offers different types of formation services including the corporation, LLC, partnership and sole proprietorship among the others.

Packages Proposed:

  • LLC formation: $79.00
  • C-Corp formation: $99.00
  • S corp Formation: $149.00

4. IncNow:

The IncNow is a highly rated online business incorporation company offering free incorporation services and 28% off of new incorporations services.

Packages Proposed:

  • Corporations from $39 to $89 + tax (depending on the state)
  • LLCs from $59-$109 + tax (depending on the state)
  • Partnerships from$69-$109 + tax (depending on the state)
  • Nonprofits from$69-$129+ tax (depending on the state)
  • DBA/Fictitious Namefrom$49-$89+ tax (depending on the state)
  • Filing your corporate tax returns from $99/year

5. MyCompany:

The My Company is a professional incorporation formation service company with over 20 years of experience in the field. It also offers many other services including registered agents, websites, e-commerce, and business consulting.

Packages Proposed:

  • Single Member LLC for 1 Year: $249
  • 2 Years Plan: $399

6. Incfile Express:

Incfile Express is a form of online incorporation that offers several different packages to choose from including single-member LLCs starting from $19.95 per month and multi-member LLCs starting at $44.95 per month.

How do I contact the Statement Unit?

The Statement Unit can be reached by phone at (518) 474-2418, via fax at (518) 486-4680 or email at [email protected]

How long does it take for my corporation/LLC to become active?

A corporation is considered incorporated at the time its articles are filed by the Department of State. A corporation becomes active on the effective date of its certificate.

A Limited Liability Company is considered formed at the time its articles are filed by the Department of State. A limited liability company becomes active on the effective date of its certificate or upon a later effective date as provided in that certain operating agreement.


Q. Is there an age limit for people who may serve as directors or officers of a not-for-profit corporation?

A. There is no age requirement for not-for-profit corporations, but the individual must have the capacity to fully understand their duties.

Q. How long does it take to form a not-for-profit corporation?

A. It takes approximately 4 weeks from the filing of a certificate of incorporation until filing confirmation with the Department of State is complete.

Q. Are all not-for-profit corporations required to file annual reports with the New York Department of State?

A. No, only domestic and foreign limited liability companies are required to file an annual report in New York

Q.How much does it cost to form a not-for-profit corporation in New York?

A. The filing fee for Articles of Incorporation is $125, there is an initial franchise tax of $10 and the annual report with the Franchise Tax Board will cost $5

Q.Where can I get the forms to form a not-for-profit corporation?

A. You can download the necessary forms from our website at https://www.dos.ny.gov/corps/notforprofit.html.

Q. Where do I send the completed forms?

A. You can submit your forms to the New York Department of State, Division of Corporations, One Commerce Plaza 99 Washington Avenue Albany NY 12231

Q. Is there a time limit for filing Articles of Incorporation with the New York Secretary of State?

A. Yes, within 120 days from the date you incorporate yourself.

Q. If a corporation begins doing business in New York without receiving permission from the Department of State, what are the penalties?

A minimum fine of $500 per day for each day that you are transacting business without authorization during the first year and a minimum fine of $1,000 per day thereafter.

Q. What are domestic corporations’ forms of doing business?

A. In the State of New York a domestic corporation is formed when it has been filed with the Department of State and an “Articles of Incorporation” have been filed

Q. How can I find information about a corporation or LLC?

A. You may search our free Corporation and Business Entity Database. You may also use our online services, such as name availability or document retrieval to determine whether a particular name is available for your business

Q. What name check does the Corporation Bureau do during the process of forming a corporation?

A. If your proposed name is not available, the search results will show any name that incorporates or is very similar to your proposed name.

Q. What types of names are restricted in New York?

A. The following names are restricted and cannot be used for a corporation in New York: “State,” “United States,” “Reserve,” “National,” “Federal” and certain words or abbreviations thereof (FDIC, FHA, CIA)

Q. If I choose to do business under another entity’s name, what should I know?

A. You must receive permission from the other entity to use its name as part of your corporate or limited liability company name.


As a whole, the New York Department of State offers a lot of helpful information on its website. They provide a wealth of knowledge in regards to any questions that one might have about LLCs and Corporations within the state.

Certificate of Formation is an example of one of the articles that have included information on what exactly the LLC or Corporation entails, how to obtain it and what are their responsibilities.

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