How to Start a Corporation in New York
To form a New York corporation, you’ll file a Certificate of Incorporation with the Secretary of State.
Moreover, prospective owners will need to draft their corporate bylaws, as well as appoint their initial directors.
We’ll show you how to start a corporation in New York yourself.
Or, simply use a professional service:
Forming a Corporation in New York is Easy
Step 1: Name Your New York Corporation
Step 2: Choose a Registered Agent
Step 3: Choose Your Initial Directors
Step 4: File the Certificate of Incorporation
Step 5: Get an EIN
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your New York Corporation
Choosing a business name is the first step in starting a corporation.
1. New York naming guidelines:
- Must be different from the names of other LLCs, limited partnerships, and corporations registered in New York.
- Must be different from fictitious names of authorized foreign corporations, LLCs, and limited partnerships.
- Must contain the word “Incorporated”, “Limited”, “Corporation”, or any abbreviation (e.g., Inc, Corp, Ltd, etc.).
- Cannot contain prohibited words or phrases (e.g., historical society, academy, finance, indemnity, etc). See the Department of State’s full list of restricted words and phrases for more information.
- Cannot include words or names which imply certain purposes or meanings (e.g., cannot imply that you are a government agency, cannot have an “obscene name”, etc.).
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.
3. Is the URL available?
Before registering your New York corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Step 2: Choose a New York Registered Agent
In New York, the Secretary of State acts as the registered agent for all New York LLCs by default. You can, however, choose to designate someone besides the Secretary of State as the registered agent for your New York LLC.
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 LLC with legal action.
The Secretary of State will forward the following to your LLC’s principal address or the address of your designated registered agent:
- All formation documents
- Any service of process information
- Documents regarding taxation and reporting
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + state fees).
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.
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
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.
Step 4: File the New York Certificate of Incorporation
You will need to file Form DOS 1239-f: Certificate of Incorporation to set up a corporation in New York. 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)
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.
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 FormFiling 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.
Step 5: Get an EIN for Your New York Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a social security number for the company. An EIN is needed:
- To open a bank account for the company
- For Federal and State tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
Running Your Corporation
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Taxes & Biennial Reports for New York Corporations
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New York State Corporation Tax Requirements
If you’re selling a product, you’ll typically need to register as a seller and obtain a Sales Tax Certificate of Authority through the New York Business Express website. This allows a business to collect sales tax.
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.
New York Corporation 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.
Learn more in our New York Business License guide.
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.
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 InstructionsFee: $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.
Steps After Forming a Corporation
After forming a corporation you’ll want to protect your personal and business assets, and build credit.
Taking these steps will set your business up for success:
- Open a Business Bank Account
- Open a Business Credit Card
- Establish and Build Business Credit
- Get Insurance
- Protect Your Corporate Veil
Form a Corporation with Northwest for $29 Plus State Fees
New York Corporation FAQ
Your total cost will depend on how you go about incorporating. All in all, you will need to file your Certificate of Incorporation ($125), as well as get a registered agent. This can be yourself ($0), another company, or a registered agent service ($29+ state fees).
We recommend checking out our Best Registered Agent Services review for more information on finding a registered agent for your New York corporation.
Unlike LLCs, corporations are required to pay corporation tax, and are also subject to significantly more regulations and maintenance requirements than LLCs (e.g., meeting minutes, annual meetings, etc.).
All in all, getting a corporation over an LLC is — generally speaking — only a good idea if you are interested in attracting private investors or venture capitalists.
See our LLC vs Corporation article for more information.
It can take from a few business days to several weeks, depending on how much workload is being processed.
Having said that, the NYS Department of State’s Division of Corporations offers expedited processing at the following rates:
- 24-hour delivery: $25
- Same-day delivery: $75
- 2-hour delivery: $150
See the Department of State’s Expedited Handling Services page for more information.
No, it is not. In order to start a corporation in New York, you will need to find a suitable name, choose a registered agent (or a registered agent service), appoint your initial directors, and file your Certificate of Incorporation.
Note: After starting a corporation, you will also be required to get an Employer Identification Number (EIN).
Even though there is arguably not much difference in starting an LLC and a corporation, a corporation is significantly more difficult and complex to manage.
This is because there are a larger number of restrictions on how it can operate on a day-to-day basis.
For more information, see our How to Run a Corporation article.