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How to form a corporation in New York

 
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Category : > Articles Directory To Open A Corporation in The USA
Posted On : Tue Aug 09th,2016

 
Everything you need is here to form a New York Corporation
 

How to register a business name in New York as a Corporation?

What is a New York Corporation?

A corporation is a form of business structure.  It has separate legal status from the owners and considered the artificial judicial person in the eye of law. It has its own common seal to enter into an agreement with authorized person.

Who can form a business corporation in New York?

The person or group of persons may incorporate a corporation in New York, such person may call incorporators. The incorporators must be a real and natural person with must not be below the age of 18 years. They also sign the application form to register a corporation.

Do you need a lawyer or CPA to start a corporation in New York?

As the incorporation in New York is legal and technical work. So I would recommend you to hire the services of a CPA or lawyer. However, there is no restriction by law to hire such services.

Simple step to start a business in New York under a corporation

  • Choose a name for the corporation
  • Define the purpose of the corporation
  • Select a county within the New York for the corporation
  • Decide the structure of stock
  • Designate an agent for service of process
  • Filing the certification of incorporation form with the department of the state
  • Obtain certified copy and filing receipt
  • Prepare bylaws of the corporation
  • Obtain EIN for the corporation
  • Obtain licenses and permit (if needed)


Choosing the name for the corporation

The name of the corporation must be distinguishable from the names of other corporation and other business entities already listed with the department of the state. Further, the name of the corporation contains one of the following words: Incorporated, Corporation or Limited, or one of the following abbreviations: Inc., Corp. or Ltd.

After choosing the name you may go for name reservation with the department of state, division of a corporation, but prior to reservation names search for availability of name is recommended.

How to define the purpose of the New York corporation?

You may select for all-purpose clause, which should be sufficient but you may be specific by selecting other certain purposes such as health care, chemical operation, wood works etc.

Choose a County Location for the New York Corporation

You may select any county within the New York for the corporation where the office will be located. An indication of a complete address is not required, just select a county.

What should be the stock structure for the New York corporation?

You are free to decide the stock structure; you may select a stock with or without par value without any limit in numbers. But be vigilant with taxes on them at the time of registration. The shares having no par value can be issued at any price but shares with par value can’t be issued any other value.

Who should be a registered agent for service of process?

A natural person must be designated as an agent of the corporation for service of process. You have to provide complete address of the agent for legal and official correspondence. "Process" means the papers that acquire jurisdiction of the corporation in a legal action.

Who can sign the file the certificate of incorporation form?

The incorporator or incorporators must type or print and sign the form. A filer may be any person whom the receipt of filling should be issued by the department of the state. The name and address of filer are also mandatory in the form.

How to file a certification of incorporation form?

  • By mail - Send the completed Certificate of Incorporation with any consents and approvals you have obtained and the filing fee (or a Credit Card/Debit Card Authorization Form) to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, New York 12231.
  • In person - Deliver the completed Certificate of Incorporation, with any consents and approvals you have obtained and the filing fee to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, 6th Floor, Albany, NY 12231.
  • By fax - Fax the completed Certificate of Incorporation with any consents and approvals you have obtained and a Credit Card/Debit Card Authorization Form to the Division of Corporations at (518) 474-1418.
  • Online - New York Department of State Online-Filing System

How to obtain certified copy of New York Articles of Incorporation?

A certified copy of the filed Certificate of Incorporation may be obtained from the Department of State. A certified copy may be obtained by submitting a written request along with the Certificate of Incorporation, or at any time after the filing of the Certificate of Incorporation with the Department of State.

How to obtain New York Corporation filing receipt?

The Department of State issues an official filing receipt to the filer of the Certificate of Incorporation. You may check on the status of a filed Certificate of Incorporation by accessing our Corporation and Business Entity Database on the Department of State’s website at www.dos.ny.gov.

How to draft bylaws of the New York corporation?

Bylaws should be clear and precise. You may draft from a legal consultant or CPA. Simply bye-laws include all about the internal process of the corporation you can draft bye-laws by including all internal policies and procedures. Bylaws are an internal corporate document. Bye-laws are not filed with the state.

How to obtain Employer identification number (EIN) for New York Corporation?

You may apply with the registered agent for employer identification number (EIN) from IRS. IRS is the issuing authority of EIN. EIN is mandatory for corporations. You may also apply online through the official website of IRS.

How to obtain licenses and permit for a New York corporation?

Some business activities require licenses or permits from state or local governments or both. For assistance in identifying whether your business requires any New York State licenses or permits, contact the Business Permits Program. You may call the Business Permits Assistance Program at (518) 474-8275.

What are the statutory compliance for the corporation in New York?

  • Registered Agent (every year)
  • Pay franchise tax (every year)
  • Biennial statement (every two years)

Applicability of franchise tax for New York corporations

New York state law requires every corporation to pay franchise tax annually irrespective of their sales or profit or loss. Franchise tax based on business registration in the state.

What is a biennial statement of New York Corporation?

New York State requires every corporation to file biennial statement every year. It must include the name and address of chief executive officer, the street address of the principal office of the corporation and the name and address of the registered agent.

What is the scope of sale tax in New York?

There is too much variation for sale tax according to the products or services rendered by the corporation. So it will depend on upon the sector and products which you are dealing. You can either contact the NYS Department of Taxation and Finance or a professional, if you need to apply for a New York Sales Tax Authority for the taxable products and services.

What is professional service corporation New York?

The person or group of a person may form a professional service corporation (P.C) for pecuniary profit with the purpose of rendering services that the professionals are authorized to practice.    Such as licensed physician, attorneys, professional accountants, educators etc.

State Estimated Time of New York Corporation

New York State files a corporation same business day.

New York S Corporation

File a Form 2553 to Internal Revenue Service and Form CT.6 to the New York Division of Taxation and Finance to convert New York C Corporation to an S Corporation of New York. An S Corporation is a tax status to file taxes only.

Add Additional Name under the New York Corporation

An additional business name under the exiting New York Corporation can be added as an Assumed Business Name.You can create as many names you want under one corporation.

Move Company to New York from other states

New York State does not have a provision to move company in New York to save the age of the company.

Conversion From New York Corporation to a New York LLC or Vice Versa

New York State does not recognize the provision

Difference between Service of Process and Registered Agent Address

  • Service of process is the address, where the state can send you mail on behalf of the corporation is registered with the secretary of state.Service of process address can be anywhere in the USA.
  • Registered Agent address must be located in the state, where the corporation is intended to incorporate. All legal notices will be forwarded at the registered address.
  • The address of the registered agent and service of process can be same.
  

Abdul Wahab

MS Management Sciences, ACMA, APFA


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