How to form a Corporation in New York

Choosing a Corporate Name

• The name must end with “Corporation,” “Limited,” “Incorporated,” or be a short form of those such as Ltd., Corp., or Inc.
• Your corporation’s name cannot have the following words prohibited by the law: State, United States, cooperative, Federal Reserve Bank, or national.
• You must choose a name that is different from another corporation registered in the New York State Department of State, Division of Corporations database. The Web site is here

Alternatively

A name search can be conducted by writing a letter (no official format) accompanied by a $5 fee and sent to the NYS Division of Corporations. The name search conducted by the Division of corporations is the most definitive way to find out if they will approve your business name.

A credit card authorization form can be found at the website http://www.dos.state.ny.us/CORP/pdfs/dos1515.pdf

Though filing the incorporation documents is a reletively straightforwad process you might want to use a Lawyer, an Accountant or a Incorporating Company to help you. There are 4 ways you can form a corporation: -Using an "incorporating company", would cost $50-$200 extra but these companies will register your business and, depending on the packages you buy, even get you your tax id number. -Your accountant might know the registration process and can help you for a fee. -Using a Lawyer is the most expensive but most professional solution. Depending on the Lawyer, she might be able to help you to obtain the licenses (for ex. Liquor license) for the business. -Register the corporation yourself using our to do list

The Forms
The Certificate of Incorporation is not actually a form and it does not have a standard format. You can obtain a simple version of it from New York State Division of
Corporations and use it to incorporate your business:
http://www.dos.state.ny.us/corp/busfile.html

You should mail or deliver the forms and the accompanying fees (you can send check or a credit card authorization form mentioned in the link earlier) to:

NYS Department of State,
Division of Corporations
State Records and Uniform Commercial
Code
41 State Street
Albany, NY 12231

The filing fee for a Certificate of Incorporation is $125 plus a minimum $10 tax for the issuance of stock.
Call the Division of Corporations help-line to get the most current information: (518) 473-2492.

The paperwork
Name and Register Your Corporation’s Directors in the Corporation Papers

File the Articles of Incorporation. Include the name of your corporation, address, and registered agent (the contact person in case a member of the public needs to speak to someone about the corporation).

Drafting the Corporate Bylaws
The person incorporating the company or the board of directors in the organizational meeting writes the bylaws. You may opt for a lawyer to help you with this.

The bylaws of a corporation are the procedures that establish the rights of the shareholders, officers, and the board of directors. Your corporate bylaws should cover the following:

• How many members are on the board of directors.
• The frequency and procedures for the board and shareholder meetings.
• Responsibilities of the officers and directors.
• Description of the company’s fiscal year.
• Protection from lawsuits and claims for officers, directors and agents.
• Voting rights procedures.
• Rules on corporate stock transfers.Other corporate issues.

The board may change, repeal, or add to the bylaws.
The shareholders have the same right by vote. The bylaws limit the board’s powers.

Holding the First Meeting and Issuing Stock
In the initial board meeting, the directors must:

• Accept the corporate bylaws.
• Take on a corporate seal and a stock certificate form.
• Determine the first accounting year.
• Approve the distribution of stock shares.
• Designate the corporate officers.

If the corporation is an S-Corporation the directors must approve the determination of S-Corporation status. Though filing the incorporation documents is not very complicated, you might want to use a lawyer, an accountant, or an incorporating company to help you.

The corporate meetings and minutes are important, they are required to take place if the corporation to retain its status as a separate entity. Important decisions need to be made and documented during these meetings. Even if you are just 2 owners and know each other very well, you still required to hold and record the meetings. These requirements are one of the problems of a corporation.Running a corporation requires more paperwork, for an easier business structure look at the Limited Liability Company(LLC)

For more information about running your corporation proceed to the next section. Running your corporation

 

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