New York State Incorporation: Everything You Need to Know
New York State incorporation entails filing articles of incorporation with New York authorities and paying the necessary registration fee. 3 min read
2. Registration Process
3. Keeping Records
4. Creating Corporate Bylaws
5. Holding Meetings
6. Stock Issuance
Updated November 2, 2020:
New York State incorporation entails filing articles of incorporation with New York authorities and paying the necessary registration fee. The name of your corporation must include such designators as “Limited,” “Incorporated,” or “Incorporation.” Moreover, the name should be different from other names already registered with the New York Secretary of State’s office.
You can check existing names in an online database from the New York Department of State Division of Corporations. Further, you can reserve the name for two months by submitting a reservation application at the Division of Corporations. You must file the application via mail and pay a registration fee of $20.
Certificate of Incorporation
The corporation is created when you submit a certificate of incorporation with the New York Secretary of State. The certificate should include the following attributes:
- Street address
- Share numbers
- Address and name of incorporator
- County and address where the business is located
You must file the certificate online or via mail. The incorporation fee is $125, including share taxes. The minimum threshold for share taxes is $10, and a tax for 200 no par value shared equates to $10 ($135 in total). Corporations that wish to issue over 200 shares no par value, or par value shares over $20,000, should pay additional taxes at a rate of five cents for each share of no par value stock. This also includes 1/20 of a single percent of par value regarding the shares, which have noted par value.
The processing time takes anywhere from two to four weeks if you choose to file the certificate by mail. Also, you may request two-day processing for an extra $75 fee. Online registrations receive faster processing times, with no additional fees required. Faxing also requires an extra fee if you desire faster processing. During the registration process, you must appoint a registered agent. A registered agent is an individual who accepts official paperwork on your company’s behalf; this can be yourself or anyone in your company. All New York corporations must appoint a registered agent.
Maintaining corporate records is a necessary part of maintaining a corporation. When keeping records, you must keep in mind the following:
- Stock certificates
- Stock certificate stubs
- Minutes of shareholder meetings and director minutes
- Keeping track of vital papers
You should keep a corporate record book, and it should be located at the primary office of your business. Moreover, you may use a binder to keep adequate records, or you may order a corporate record-keeping kit from a corporate packet company.
Creating Corporate Bylaws
Bylaws are another component of maintaining a corporation, as they establish the basic operating procedures of your company. However, bylaws do not have to be filed with state officials, and you are not legally mandated to draft bylaws.
However, you should draft them for reasons that include:
- Establishing operating procedures and rules
- Showing the IRS, banks, and creditors that you own a legitimate business
After drafting bylaws, you need to appoint a board of directors. The board of directors will oversee important company decisions and appoint officers to manage various aspects of the company. As the incorporator, you must appoint corporate officers who will serve until the first yearly shareholder meetings, when board members serving for another term are elected by shareholders. In addition, an incorporator must complete an Incorporator’s Statement, which gives the addresses and names of all the directors. The incorporator should sign a statement and file a copy within the records book.
When holding your first meeting, you should discuss topics that include:
- Choosing a corporate bank
- Adopting bylaws
- Appointing corporate officers
- Authorizing issuance of stock shares
- Adopting a stock certificate form and corporate seal
The actions of the directors must be noted in corporate minutes that are prepared by the incorporator, or any director. In addition, you should record the minutes over the course of one to two weeks and give them to the directors to sign. You must get approval from directors in many respects. For instance, if you file a corporation as an S corporation, the directors must approve the S status.
Issuing stock is usually not legally required, but even the smallest corporation can issue stock certificates. Stock issuance raises quick cash for a business while attracting investors. Stock shares are designated in the form of a security under federal and state securities guidelines that manage the sale and offer of stocks.
To learn more about New York State incorporation, you can post your job on UpCounsel’s website. UpCounsel’s attorneys will provide more information on registering a corporation in New York and how you should maintain it going forward. In addition, they will give you more information on the various tax-saving strategies that corporations can offer your business.