How to File New York Certificate of Incorporation

While filing a new business, preferably a profit corporation in New York, one has to submit a Certificate of Incorporation. This is an important document that needs to be filled out by the owner with correct information regarding the company to be started. Forming a corporation in the state is a bit complex than starting an LLC in New York. In the following sections, you will get to read about the process, fees, and other related information to file the incorporation documents. It is recommended to consult or hire a professional service before starting a business.

Certificate of Incorporation in New York

The Certificate of Incorporation is a legal document required to be filed with the state government to legalize the creation of your corporation. In other words, filing these documents with the New York Secretary of State ensures the formation of the corporation in New York officially. Filing a Certificate of Incorporation is similar to filing the New York LLC Articles of Organization while forming your limited liability company in the state.

The state has some rules when it comes to filing a Certificate of Incorporation in New York, popularly known as the Empire State. We shared the step-by-step process here to file the incorporation document with the New York SOS. Checking with the SOS is recommended for more information.

It is always wise to consult a legal professional before you file your company under the New York SOS. FIling process can be easy, but it is sensitive. If you miss anything, it can totally stope the filing process.
– LLCBuddy Editorial Team

How to File a New York Certificate of Incorporation

You can file the Certificate of Incorporation in several ways, depending on the state in which you are willing to start your corporation. In New York, you can file it in two ways, online and by mail. The details are similar to the details you need when forming an LLC. Here are the details you must submit while filing the documents-

Step 1: Get the Form and Enter the Details

The first thing to do is find the form (PDF or online), and fill it up with correct information. Get the form from the New York Secretary of State and send it back to the concerned department along with the filing fee.

Online Form: e-Business Filing
Offline Form: Certificate of Incorporation (PDF)
Filing Fee: $125

The following are the details you must add to your incorporation form-

Name of the Entity

The first thing you need to do is submit your company’s name. Make sure to mention the exact name of the company that you decided on. Like the LLC naming guidelines, you must also follow the New York corporation naming requirements. There are a few points to note when you name your company. They are,

You cannot have a name used by other companies or businesses.
You cannot have any name that is misleading or the same as government organizations.
Banks, Insurance, Insurers, or any such names cannot be used as they reflect the financial organization.
You must add terms like corporation, limited, company, incorporated, or incorporation. You can also add abbreviations like co., ltd., inc., and corp instead of the above terms.

Address of the Corporation

The next section of the form is to provide your main address. It is necessary to have a physical street address in New York. For those running an online business, you must provide any address in the state (including your home address) where you will receive all the business and legal documents and mail. While sharing your address, make sure not to use abbreviations, such as N.Y. for New York or L.A. for Los Angeles.

New York Resident Agent

The next point is to provide information about the Resident Agent. The New York Resident Agent is an individual or business entity that is responsible for receiving all the legal and official documents on behalf of the company. They must be aged above 18 years and have eligibility to conduct business in the state. The Resident Agent should be legit and experienced because, in case of any lawsuit, you need an expert to handle your issues. In most cases, the Resident Agent’s official address is the company’s official mailing address. If you form an LLC, hiring a registered agent is the most crucial step in the process.

Shares and Stocks

The next important information you must provide is about the stocks and shares. While filing the Certificate of Incorporation, you must mention a minimum of one share. In New York, to start a corporation, you need at least Three director(s) initially. When filing the incorporation documents, you must provide the share of directors in the corporation. It decides the ownership of the company.

If you amend the New York Certificate of Incorporation in the future, you will not be able to change the initial directors. You might need an additional form to change the initial directors’ details. You must check with the New York SOS while filing the Certificate of Incorporation amendment.

Additional Documents

You might need additional documents to submit along with the incorporation documents. In New York, you can attach a cover letter with the documents as an additional document. if you are willing to start a foreign corporation in New York, then you must add one document along with the Certificate of Incorporation. Foreign corporations in New York must submit the New York Certificate of Status along with the incorporation documents.

Signature

Finally, the signatures of the directors and shareholders are required on the form. You can have more than one share and director. All your initial directors must submit their official signatures while filing the corporation in New York. Get their signatures to file the Certificate of Incorporation.

Step 2: Submit the Certificate of Incorporation in New York

Once you are done filling up the form, now it is time for you to submit it. The form can be submitted in two methods, online and by mail. Checking with a legal professional or a formation service while filing your corporation is recommended. It is sensitive, and one mistake can stop the entire filing process immediately.

Online filing: Create an account/Log in to the SOS site, get the online form, fill it out, and submit it online
Offline filing: Send the form by mail to the Department of State Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Ave., Albany, NY 12231.

Cost of Filing the Certificate of Incorporation in New York

The cost of filing the Certificate of Incorporation in New York is an important aspect to consider when starting a new business. This one-time fee is necessary for officially registering your corporation with the Secretary of State and can vary depending on the specific requirements and regulations of New York. In some cases, additional fees may be required for expedited processing or other optional services. It is crucial for entrepreneurs to budget for this expense and research the specific costs associated with their New York in order to ensure a smooth and successful incorporation process. To file the Certificate of Incorporation in New York, you must pay a filing fee. The filing fee is $125 for filing online or by mail.

FAQs

What is a Certificate of Incorporation in New York?

A Certificate of Incorporation is a document filed with the New York Department of State that officially creates a corporation in New York.

What is the process for filing a Certificate of Incorporation in New York?

The filing process consists of submitting the Certificate of Incorporation to the New York Department of State along with the applicable filing fee.

What information is required to be included in a Certificate of Incorporation in New York?

The Certificate of Incorporation must include the name of the corporation, the county of formation, the name and address of the registered agent, the purpose of the corporation, the duration of the corporation, the names and addresses of the incorporators, and the authorized number of shares of stock.

How long does it take to file a Certificate of Incorporation in New York?

The filing process typically takes 3-5 business days.

What is the filing fee for a Certificate of Incorporation in New York?

The filing fee is $125.

Is there a minimum paid-in capital requirement for corporations formed in New York?

No, there is no minimum paid-in capital requirement for corporations formed in New York.

Is it possible to expedite the filing of a Certificate of Incorporation in New York?

Yes, it is possible to expedite the filing of a Certificate of Incorporation in New York by paying an additional fee.

Is it possible to file a Certificate of Incorporation online in New York?

Yes, it is possible to file a Certificate of Incorporation online in New York.

What are the benefits of incorporating in New York?

The benefits of incorporating in New York include limited liability, perpetual existence, and increased credibility.

Is it possible to amend a Certificate of Incorporation in New York?

Yes, it is possible to amend a Certificate of Incorporation in New York.

Are there any requirements for foreign corporations to incorporate in New York?

Yes, foreign corporations must register with the New York Department of State before they can incorporate in New York.

Are there any restrictions on the name of a corporation formed in New York?

Yes, the name of a corporation formed in New York must be distinguishable from the names of any other entity on file with the New York Department of State.

What is the difference between a Certificate of Incorporation and a Certificate of Formation in New York?

A Certificate of Incorporation is a document filed with the New York Department of State that officially creates a corporation, while a Certificate of Formation is a document filed with the New York Department of State that officially creates a limited liability company.

Is it possible to convert a limited liability company to a corporation in New York?

Yes, it is possible to convert a limited liability company to a corporation in New York by filing a Certificate of Conversion with the New York Department of State.

Are there any additional filing requirements for corporations formed in New York?

Yes, corporations formed in New York are required to file an Annual Report with the New York Department of State each year.

How often must a corporation formed in New York file an Annual Report?

A corporation formed in New York must file an Annual Report each year on the anniversary of its formation or the anniversary of its last report.

What is the filing fee for an Annual Report in New York?

The filing fee for an Annual Report in New York is $9.

Is it possible to file an Annual Report online in New York?

Yes, it is possible to file an Annual Report online in New York.

Is it possible to change the registered agent for a corporation formed in New York?

Yes, it is possible to change the registered agent for a corporation formed in New York by filing a Change of Registered Agent form with the New York Department of State.

Is it necessary to file a Certificate of Change with the New York Department of State?

Yes, any changes to the information contained in the Certificate of Incorporation must be reflected in a Certificate of Change filed with the New York Department of State.

What is the filing fee for a Certificate of Change in New York?

The filing fee for a Certificate of Change in New York is $30.

Is it possible to dissolve a corporation formed in New York?

Yes, it is possible to dissolve a corporation formed in New York by filing a Certificate of Dissolution with the New York Department of State.

What is the filing fee for a Certificate of Dissolution in New York?

The filing fee for a Certificate of Dissolution in New York is $60.

Is it necessary to file an Annual Report with the New York Department of State after a corporation is dissolved?

No, it is not necessary to file an Annual Report with the New York Department of State after a corporation is dissolved.

Are there any additional requirements for corporations formed in New York?

Yes, corporations formed in New York are subject to certain rules and regulations under the Business Corporation Law.

Is it necessary to obtain a trademark or copyright for a corporation formed in New York?

No, a trademark or copyright is not necessary for a corporation formed in New York.

Is it necessary to obtain a license to do business in New York?

Yes, some businesses are required to obtain a license to do business in New York.

Is it necessary to register a fictitious name for a corporation formed in New York?

Yes, a corporation formed in New York may be required to register a fictitious name if the name of the corporation does not include the word “corporation”, “incorporated”, “limited”, or an abbreviation of any of these words.

Is it necessary to obtain a certificate of authority to do business in New York?

Yes, a corporation formed in New York may be required to obtain a certificate of authority to do business in New York if it is conducting business outside of the state.

Is it necessary to obtain a tax identification number for a corporation formed in New York?

Yes, a corporation formed in New York must obtain a tax identification number from the Internal Revenue Service.

Conclusion

In conclusion, the process of filing New York Certificate of Incorporation is a crucial step for businesses looking to establish their presence in the state. This legal document serves as the foundation of the company’s structure and outlines essential information, such as the company’s name, purpose, and management team. To ensure a smooth and successful filing process, it is vital for business owners to familiarize themselves with the State of New York’s requirements, adhere to the applicable laws and regulations, and provide accurate and complete information in the Certificate of Incorporation.