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.

We’ll show you how to start a corporation in New York yourself.

Or simply use a professional service:

four point six out of five ZenBusiness ($39 + state fee)
three out of five LegalZoom ($149 + state fee)


Forming a Corporation in New York is Easy

You can open a corporation in New York by filing the Certificate of Incorporation, creating corporate bylaws, and choosing your initial director(s).

Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.

Follow the steps in our How to Start a Corporation in New York guide below to get started:

Step 1Name Your New York Corporation
Step 2Choose a Registered Agent
Step 3Choose Your Initial Directors
Step 4File the Certificate of Incorporation
Step 5Get an EIN

Step 1: Name Your New York Corporation

Choosing a business name is the first step in starting a corporation. You must choose a unique name that complies with New York corporation naming requirements.

1. New York naming guidelines:

  • Your name must contain the word “corporation,” “incorporated,” “limited,” or an abbreviation of one of these terms.
  • Your name must be distinguishable from any existing business in your state. This includes New York reserved names.
  • You must receive approval and/or meet certain conditions to include certain restricted or prohibited words.
  • Your name cannot include words that could confuse your corporation with a government agency (FBI, Treasury, State Department, etc.).
  • Your name cannot contain any word, phrase, or abbreviation that is indecent or obscene or that ridicules or degrades any person, group, belief, business, or agency of government.

Read the New York state statute regarding corporation naming guidelines for more information.

2. Is my corporation name available in New York?

Your New York corporation name must be unique and distinguishable from other business names in New York. Use the New York Department of State's Corporation and Business Entity Database to determine if your desired business name is available.

For more information about New York corporation name searches, visit our How to Name a Business guide and select New York from the drop-down menu.

3. Is the URL available?

Before you register your New York corporation, you should see if a good URL is available for your desired business name. Even if you aren’t planning on creating a business website now, we advise buying a web domain right away to prevent other businesses from taking it.

We recommend using GoDaddy to search for your options.

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Need Help Naming Your Business?

Use our Corporation Name Generator to brainstorm your business's perfect name. For more help, visit our free How to Name a Business guide. Then, create a logo with our free Logo Maker.

FAQ: Naming a New York Corporation

How do I name my business?An orange arrow pointing down

Naming your business involves several variables. From naming guidelines to brainstorming your brand, we have it covered.

To learn more, visit our How to Name a Business guide and select New York from the drop-down menu.

Do I need to get a DBA (Doing Business As) or trade name for my business?An orange arrow pointing down

You will need to set up a DBA to operate under a name other than your legal name. Some states also require certain business types to file a DBA.

To learn more about state DBA guidelines, visit our How to File a DBA guide and select New York from the drop-down menu.

Step 2: 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
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ZenBusiness offers one year of free registered agent services with their corporation formation package ($39 for the 1st year + State Fees).

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FAQ: Choosing a New York Registered Agent

Is a registered agent service worth it?An orange arrow pointing down

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 don’t have a registered agent?An orange arrow pointing down

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.

Step 3: Choose Initial Directors and Share Structure

Before you file the Certificate of Incorporation, you will need to select your initial director(s) and determine your share structure.

Initial Directors

You must appoint at least one director who will oversee your New York corporation until the first shareholder meeting.

A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.

After forming the corporation, the incorporator(s) should call an organizational meeting. During this initial meeting, the incorporator(s) will elect the board of directors. 

Share Structure and Classes

A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation. 


Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.

Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.

FAQ: Initial Directors & Share Structure

What is a Corporate Director?An orange arrow pointing down

A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.

What is a Share Class?An orange arrow pointing down

A share class is a group of shares that have a unique set of rights and privileges compared to other shares of the same corporation. 

Step 4: File the New York Certificate of Incorporation

You will need to file Form DOS 1239 - Certificate of Incorporation to set up a corporation in New York. The New York Certificate of Incorporation is the document that officially creates your New York corporation. You can file it online, by mail, by fax, or in person with the New York Department of State. The filing cost is $125.

This document will cover the basics of your corporation, including:

  • Corporate name and county in which its main office will reside
  • Registered office address
  • Incorporator(s) name(s) and address(es)

The Certificate of Incorporation form issued by the New York Department of State only authorizes 200 common shares without par value. If your corporation needs a multiple share class structure or more than 200 common shares, you must compose your own Certificate of Incorporation.

Share Strategy

The Certificate of Incorporation form issued by the New York Department of State only authorizes 200 common shares without par value. If your corporation needs a multiple share class structure or more than 200 common shares, you must compose your own Certificate of Incorporation. 

What is a Share Class?

A share class is a group of shares that have a unique set of rights and privileges compared to other shares of the same corporation. 


We recommend starting with a high number of authorized shares. Many attorneys suggest 10 million. By starting with a high number, you have the flexibility to issue shares as needed without paying legal fees to increase your initial authorized shares amount.

Incorporator’s Statement

The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book. This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder meeting.

File the New York Certificate of Incorporation

OPTION 1: File Online With the NY Department of State Online Filing System

File Online

- OR -

OPTION 2: File Form DOS 1239 by Mail, by Fax, or In Person

Download Form


Filing Cost: $125

Filing Address:
Department of State Division of Corporations
State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave.
Albany, NY 12231

Fax: (518) 474-1418

Note: Fax filings must include a Credit Card/Debit Card Authorization form.

FAQ: Filing the New York Certificate of Incorporation

What is an S corporation?An orange arrow pointing down

An S corporation is a tax designation that can be used by corporations and LLCs alike. S corporations are taxed as pass-through entities. This means that S corps do not pay federal taxes on their business income. Instead, the profits of the business “pass-through” to the owners of the S corp, who are also known as shareholders.

Read our What is an S Corporation article to learn more.

What is a C corporation?An orange arrow pointing down

A C corporation is the default structure of an incorporated company. It’s a separate legal entity from its owners with a basic operational structure consisting of shareholders, officers, directors, and employees.

Read our What is a C Corp article to learn more.

How many authorized shares should my corporation list? An orange arrow pointing down

New corporations should list a high number of authorized shares on their New York Certificate of Incorporation. Most legal and business professionals recommend 10 million shares be authorized when a corporation is formed.

What is an authorized share vs an issued share?An orange arrow pointing down

Authorized shares are the number of shares that a corporation is allowed to issue. This number is initially set by the incorporator on the corporation’s formation documents and can be increased later by going through a legal process. Issued shares are the shares that have actually been distributed to shareholders.

Step 5: Get an EIN for Your New York Corporation

What is an EIN? An Employer Identification Number (EIN), or Federal Tax Identification Number (FTIN), is used by the federal government to identify a business entity. It is essentially a social security number for the company.

Why do I need an EIN? An EIN is required for the following:

  • To open a business bank account for the company
  • For Federal and State tax purposes
  • To hire employees for the company

How do I get an EIN? An EIN is obtained from the IRS (free of charge) by the business owner after forming the company. This can be done online or by mail.

Get an EIN

Option 1: Request an EIN from the IRS

Apply Online

- OR -

Option 2: Apply for an EIN by Mail or Fax

Download Form

Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Fax: (855) 641-6935

Fee: Free

Considering Using an Incorporation Service?

We reviewed and ranked the top 5 corporation formation services. 
Find out which is right for your company. 

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How to Run a New York Corporation

Create Your New York Corporation Bylaws

Bylaws are the rules that determine how your organization will be governed and run. You can think about the bylaws as a constitution for your corporation. It makes the rules and priorities clear for everyone involved.

A corporation’s bylaws will supplement any rules set forth by the federal government or the state.

In your bylaws, be sure to include:

  • How the corporation will be governed, including the role of directors and officers
  • How meetings are held, voting procedures, electing officers or directors
  • How records will be kept and managed
  • How disputes will be handled
  • How bylaws will be added/amended in the future
  • The date of the annual board of directors meeting

Ready to get started? These bylaws templates can be customized to suit the needs of your incorporated business.

Set up a Corporate Records Book

Think of this as the hard-copy record book where all critical corporate documents are kept, like your New York Certificate of Incorporation, bylaws, meeting minutes, stock certificate ledger, stock transfer documents, etc.

You should keep the corporate records book at your principal location. Corporate records book kits can be purchased online, or you can use a large generic binder to store your records.

Hold Periodic Board Meetings and Record Minutes

Corporations in New York must hold an annual shareholder meeting. During this meeting, the shareholders elect the board of directors. Your corporate bylaws should note the date for this meeting. Corporations also should regularly conduct other board of directors meetings and record the minutes.

Meeting minutes are legally required in New York. Well-recorded minutes are indispensable during disputes and court actions. Several companies offer corporate minutes templates. To learn more, read our review of the Best Corporate Meeting Minutes Templates.

New York Corporation Licenses and Permits

Do I need business licenses and permits?

To operate your corporation in New York, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.

The details of business licenses and permits vary from state to state. Make sure you read carefully. Don't be surprised if there are short classes required as well.

Fees for business licenses and permits will vary depending on what sort of license you are seeking to obtain.

Obtain the correct New York business licenses and permits for your corporation, or have a professional licensing service do it for you:

  • Federal: Use the US Small Business Administration (SBA) guide to federal business licenses and permits.
  • State: Apply for or learn more about licenses, permits, and registration with the State of New York's Business Express website.
  • Local: Contact your local county clerk and ask about local business licenses and permits.

Is a Corporation Right For You?

An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.

LLC vs. Corporation | Form an LLC

Taxes & Biennial Reports for New York Corporations

New York State Corporation Tax Requirements

Depending on the nature of your business, you may be required to register for one or more forms of state tax:

New York Sales Tax

If you are selling a physical product, you’ll typically need to register for a seller's permit through the New York Business Express website. This certificate allows a business to collect sales tax on taxable sales.

Sales tax, also called "Sales and Use Tax," is a tax levied by states, counties, and municipalities on business transactions involving the exchange of certain taxable goods or services.

Read our sales tax guide to find out more.

New York Employer Taxes

If you hire employees, you will need to register for New York Employer Taxes through the New York Business Express website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.

File the New York Biennial Statement

You must file the New York Biennial Statement every two years during the calendar month in which your corporation filed its Certificate of Incorporation. You can file the Biennial Statement online using the state’s e-Statement Filing Service. The filing fee is $9.

Corporate Dissolution & New York Good Standing

How to Get a New York Certificate of Good Standing

A Certificate of Good Standing, known in New York as a Certificate of Status, verifies that your New York corporation was legally formed and has been properly maintained. Several instances where you might need to get one include:

  • Seeking funding from banks or other lenders
  • Forming your business as a foreign corporation in another state
  • Obtaining or renewing specific business licenses or permits

To order a Certificate of Status in New York, you must submit a written request to the New York State Department of State. The fee is $25. The written request must include the following information:

  • A specific statement requesting a Certificate of Status
  • The exact name of the corporation 
  • The DOS ID number or the exact date of formation or authorization, if known
  • A statement as to whether the request is for routine or expedited processing
  • A return mailing address

Order a New York Certificate of Status

Request a Certificate by Mail, by Fax, or In Person From the New York Department of State

Read Instructions

Fee: $25, payable to the Department of State (Nonrefundable)

Filing Address:
Department of State Division of Corporations
State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave.
Albany, NY 12231

Fax: (518) 474-1418

Note: Fax filings must include a Credit Card/Debit Card Authorization form.

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 (if your corporation conducted business in New York City)
  • File the Certificate of Dissolution and a copy of the consent certificate(s) 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 (and the New York City Department of Finance, if applicable), file the Certificate of Dissolution and a copy of the consent certificate(s) with the New York State Department of State. You can file by mail, by fax, or in person. The filing fee is $60.

Protect Your Business & Personal Assets

Open a Business Bank Account

To maintain personal asset protection, it is essential to have dedicated business banking and business credit accounts.

When your personal and professional accounts are mixed, personal assets like your home or vehicle are at risk in the event your New York corporation is sued. This is also known as piercing the corporate veil.

You can protect your New York corporation by following these two steps:

1. Get a Business Bank Account

Opening a business bank account protects your personal assets and legitimizes your corporation. Separating your professional account from your personal account also simplifies your business’s tax filing and accounting processes.

To open a bank account for your New York corporation, you will need an Employer Identification Number (EIN) and your corporation’s formation documents.

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Recommended: Read our Best Banks for Small Business review to find the best national bank, credit union, business-loan friendly banks, one with many brick-and-mortar locations, and more.

2. Open a Business Credit Card

Much like a business bank account, a dedicated business credit card will help your New York corporation separate your personal and professional expenses. 

In addition to this, a business credit card will also help build your business’s credit history, which can be used to raise capital for your corporation. A higher business credit score will also help your business obtain loans and higher credit limits later on.

Small business credit cards also offer benefits that personal credit cards do not, such as business-specific cash back rewards and travel perks.

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Recommended: Learn about the best small business credit cards.

3. Establish and Build Your Business Credit Score

Building business credit involves a number of factors, including establishing your business’s fundability, getting listed with the most important business credit agencies, and establishing credit lines while keeping them in good standing to build your score.

A good business credit score can help with many things, including credit cards that are issued in your business’s name instead of depending on your personal credit score, better interest rates on loans, higher lines of credit, and more.

All of these factors help protect your personal assets by making your business the entity responsible for the liability instead of yourself.

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Recommended: Get started building your credit by learning How to Check Your Business Credit Score.

4. Hiring a business accountant:

  • Prevents your business from overpaying on taxes while helping you avoid penalties, fines, and other costly tax errors
  • Makes bookkeeping and payroll easier, leaving you with more time to focus on your growing business
  • Helps effectively manage your business funding and discover areas of unforeseen loss or extra profit

For more business accounting tools, read our guide to the best business accounting software.

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Recommended: Find out how much you could be saving today by scheduling a consultation with a business accountant.

Get Insurance

Business insurance helps you manage risks and focus on growing your New York corporation. The most common types of business insurance are general liability insurance, professional liability insurance, and workers’ compensation.

Properly Execute Legal Documents

Signing a legal document improperly can leave you open to personal liability. You must sign as a representative of the business and not as yourself. When signing legal documents on behalf of your New York corporation, follow this formula to avoid problems:

  1. The formal name of your business
  2. Your signature
  3. Your name
  4. Your position in the business as its authorized representative

Post Labor Law Posters

All businesses, including corporations, in the US with one or more employees are required to display the latest State and Federal Labor Law Posters in the workplace. These posters contain crucial information in a clear format that your employees can read in order to understand their workplace rights and obligations.

To learn more about New York labor law posters, read our full guide.

New York Corporation FAQ

Why Form a Corporation?

There are a number of good reasons to form a corporation. Some of the advantages include:

  • Limited liability protection
  • Unlimited capital generation
  • Corporate tax benefits
  • A more formal management structure
  • Appeal to investors

To fully realize the benefits of incorporating, you will want to consider your company’s capital needs, profits, and management and ownership structure to make sure forming a corporation is the best business structure for you.

To learn more about what business structure is best for you, read our How to Choose a Business Structure guide.

What Type of Corporation Should I Form?

The best type of corporation for your business depends on many factors. Here are some different types of corporations:

  • C corporations (C corps) are owned by stockholders, have a board of directors, and hold annual meetings.
  • S corporation (S corp) is a type of tax classification. Unlike a C corp, an S corp can pass-through income to its shareholders for tax purposes. S corps are limited to 100 shareholders. 
  • Professional corporations are generally for corporations that require certain licensed individuals (e.g., doctors, attorneys, etc.).
  • Nonprofit corporations use profits to advance the company’s mission rather than distributing them to shareholders.

You should carefully consider your business’s structure, goals, and financial situation before selecting your corporate structure.

Should I Form a Corporation or an LLC?

A limited liability company (LLC), unlike a sole proprietorship or a general partnership, offers personal asset protection in the event that your business is subject to legal action. Additionally, unlike corporations, LLCs are also simple to form, simple to maintain, and are able to avoid “double taxation.” 

That being said, corporations have an easier time raising capital than an LLC and they enjoy several tax benefits that LLCs do not, such as a lack of self-employment tax.

Deciding which is better—a corporation or an LLC—depends on your business’s specific situation. Your company’s size, structure, goals, and more will determine if it is better to form a corporation or form an LLC.

To learn more about which business structure is best for you, read our guide to choosing a business structure.

What is the Best State to Start a Corporation In?

While several states have laws designed to make them more attractive for corporations, the best state to incorporate in is generally the one where you are located and do the majority of your business. 

Certain corporate tax benefits or other laws may look appealing, but you may end up complicating things and paying taxes and meeting compliance regulations in multiple states.

Can a Non-Citizen Start a Corporation in the USA?

Yes, non-citizens can start a corporation in the United States. You will need a physical mailing address in the US as well as a US bank account.

For more information about opening a company in the USA, read our guide.

How Do I Choose a Business Name?

There are many things to consider when choosing a business name, including your brand, name availability, and the naming laws in the state you are incorporating in. You can read more details about how to name your business in our step-by-step guide.

How Much Does It Cost to Incorporate?

The cost of incorporating (filing formation documents such as Articles of Incorporation, a Certificate of Formation, etc.) is between about $45 and $300, depending on your state. There may also be attorney’s fees and a registered agent fee, among others.

To learn more about the cost of setting up a corporation in each state, visit our state-specific corporation guides.

What is a Registered Agent?

A registered agent accepts tax and legal documents on behalf of your business. Most states require your corporation to have a registered agent. The agent can be a professional service, yourself, or a colleague given they meet the state's criteria.

For more information, check out our What is a Registered Agent page.

What Forms Do I Need to Start a Corporation?

Every state requires corporations to file a formation document such as a Certificate of Formation, a Certificate of Incorporation, or the Articles of Incorporation. Some states may require additional documents, such as a state tax registration form. Check our state-specific formation guides for more details.

Professional corporations that require licensed individuals may need certain permits and licenses to operate their businesses.

Do Corporations Have Yearly Filings?

Many states require corporations to file an annual report or other annual corporation paperwork, but requirements can vary.

How Are Corporations Taxed?

Owners of C corps pay taxes on profits paid (salaries, bonuses, and dividends), then everything else is filed under the corporate tax rate. Because of this, corporations are said to be “double taxed.” They are taxed first when the company makes a profit and then taxed again when dividends are paid to shareholders.

S corps are taxed differently, with profits passing through to the owners’ individual tax returns. For more information, check out our What is an S Corporation page.

What is the Corporation Tax Rate?

The U.S. federal corporate tax rate is 21%. Corporations might also have to pay additional state or local corporate taxes depending on where they decide to do business.

What Do I Do After I Get a Business Name?

After you get your business name, your next step is getting a unique logo. The strongest and most memorable businesses are built on a solid brand. When developing your brand, think about what your business stands for. Customers and clients are looking for companies that have a compelling brand, as much as they are shopping for high-quality products and services.

Creating a logo for your business is vital for increasing brand awareness. You can design your own unique logo using our Free Logo Generator. Our free tool will help you brand your business with a unique logo to make your business stand out.

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