Articles of Corporation NY: Everything You Need to Know
The Articles of Corporation NY is the official and legally binding document that needs to be filled out when forming your New York corporation.3 min read
The Articles of Corporation NY, also referred to as a corporate charter or articles of incorporation, is the official document that needs to be filled out when forming your New York corporation. It is a legally binding document that will specifically identify your company’s name, address, owners, percentage of ownership and shares, registered agent name/address, and the overall purpose of your company.
Forming a Corporation in NY
The following steps must be taken when forming your NY corporation:
- Choose a business name
- Appoint a board of directors
- File the Articles of Incorporation
- Draft Bylaws
- Hold an initial meeting
- Issue stocks
- Obtain licensing if applicable
- Identify tax obligations
- Obtain an Employer Identification Number
- Open a business bank account
Before filing the articles of incorporation, you need to have a business name. This might be one of the most important steps when forming any business. But it’s not as easy as simply choosing a name. All states, including NY, require that you use a name that is available for use and not being used by any other company in that particular state. Therefore, you should conduct a business entity search on the NY Secretary of State website to find out if that name is available for use.
After you’ve identified that the name can be used, you will need to ensure that you follow the additional requirements set forth by the state, and use a name that meets such requirements. For example, when forming a corporation, you need to include the corporate business designator at the end of your name. Therefore, you must use a term like Corp, Co., or Corporation. Additional requirements include prohibiting the use of certain words like Bank, Insurance, University, etc. Be sure to review the full list of requirements before choosing your name.
Next you will need to appoint a board of directors. NY law requires that you have at least 1 director who is at least 18 years of age. When choosing your board, you will want to first identify how many directors you want to have for your corporation.
Now that you have chosen your business name and hired a board of directors, you will need to file the Articles of Incorporation. The applicable fee for NY is $125, along with a minimum tax of $10 depending on how many shares are being issued.
You will then have to draft a formal bylaws document, which will include several decision-making items, such as how potential legal issues will be handled, the ownership percentage of each director and manager, the names of all managers, directors, percentage of shares, voting rights, and more.
Another important step when forming your NY corporation is holding an initial meeting. You can find the applicable statute on the NY Secretary of State website (section 404 of the NY Business Corporate Law).
Next, you will want to issue stocks to the owners, then you will issue stocks to the board of directors and then managers. It is important to issue all stock certificates to the internal executives and managers before selling to the public.
You’ll also want to obtain any applicable licensing and permits that might be required before you begin doing business in the state. You will also need to identify what tax obligations you have, such as workers’ compensation, unemployment insurance, withholding tax, etc.
Now you will want to obtain an Employer Identification Number (EIN) from the IRS website and open a business bank account for your corporation. Obtaining an EIN is easy and only takes a few minutes. You can easily and quickly obtain an identification number online via the IRS website by submitting an application. Once you have your EIN, you can open a business bank account; be sure to have an EIN as most banks will not open a business account unless you have an EIN.
Some ongoing requirements for maintaining your NY corporation include filing a biennial statement with the Department of Revenue. This statement will be filed every two years after you have formed your corporation. The fee is $9. There are also requirements for maintaining records of your NY corporation. You can find the full list of requirements on the NY Secretary of State’s website.
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