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When you plan to start a business in New York, you must decide on the appropriate structure. Starting a corporation may be more complicated than creating an LLC in New York or a sole proprietorship. However, it is not that difficult as well. There are a few guidelines that you should be aware of when it comes to creating New York corporation. Starting a corporation involves a legal process, that is, the process of incorporation.
In this article, I will share a step-by-step guide to start a corporation in New York. I will also enlighten you on the advantages and disadvantages of having a corporation. Some people consider starting a corporation in New York more than other business structures since it has many advantages over other forms.
On this page, you’ll learn about the following:
- What is a Corporation in New York
- How to Start a Corporation in New York
- Step 1: Choose a Corporation Name in New York
- Step 2: Board of Directors Initial Appointment
- Step 3: Filing the Certificate of Incorporation in New York
- Step 4: Draft Corporate Bylaws
- Step 5: Hold the First Board of Directors’ Meeting
- Step 6: Issuing Stock in a Corporation
- Step 7: Draft and Finalize a Shareholders Agreement
- Step 8: Request an EIN in New York
- Step 9: Get Licenses and Permits for your Corporation in New York
- Important Information
- Advantages of Starting a Corporation in New York
What is a Corporation in New York
In definition, a corporation is a formal organization established by stockholders, shareholders, or other people to make a profit. Like individuals, corporations can undertake contracts, own assets, sue and be sued, pay taxes, limit state and federal taxes, and loan funds from banking institutions.
Common Types of Corporations
Before you start with the process of forming a corporation, you should know what type of corporation you will form. There are several different forms of corporations you can take into consideration, depending on your corporation’s objectives and ownership structure.
- C-Corporation: C-Corporation is the most known type of incorporation. They have almost all corporate distinguishing characteristics. Profits are distributed to corporate owners who are taxed at an individual level. The corporation is taxed similarly to a business unit.
- S-Corporation: An S-Corporation is set up similarly to a C-corporation but has different tax implications and owner limits. S-corps have no more than 100 stockholders and are not taxed separately. These business units must also file paperwork with the Internal Revenue Service (IRS) to obtain their status.
- Non-profit Corporation: Nonprofit businesses are frequently used by religious, educational, and charity institutions to run their operations without making a profit. Thus, a nonprofit corporation is exempt from paying taxes. The nonprofit organization’s gifts, contributions, or cash are reinvested in the company to fund its growth, future endeavors, or operations. Read how to start a nonprofit corp in New York to learn about nonprofit corporations.
If you have a small business, it is recommended that you form an LLC instead of a corporation in New York. LLCs have more tax benefits than other structures. Besides, LLCs protect your personal assets. However, it is wise to consult a legal expert before you start setting up your business in New York.– LLCBuddy Editorial Team
How to Start a Corporation in New York
To start a corporation in New York, you must follow the below steps that, include forming a corporation name, appointing a board of directors, filing for Certificate of Incorporation, drafting corporate bylaws, meeting with the board of directors, issuing stocks, creating a shareholders agreement, requesting for an EIN, and getting a license and permit. All these steps are basic ones. It can be changed depending on the type of corporation you form and the nature of your business.
Step 1: Choose a Corporation Name in New York
Naming your business is one of the most crucial activities during the startup phase. Your corporation name serves as the foundation for your brand. Legal procedures should be taken into account when choosing your corporation name. Choose a corporation name that will enable you to develop a strong brand identity without being hampered by irrelevant factors.
- Your business name must contain entity identifiers, such as “Incorporated,” “Limited,” “Corporation,” or “Company,” or an abbreviation, such as “Inc.,” “Co.,” or “Ltd.”
- Exclude any words in your business name, such as “Trust,” “Bank,” “Credit Union,” or “Trustee,” or words related to a government agency, such as “FBI,” “State Department,” or “Treasury.”
Step 2: Board of Directors Initial Appointment
To form a corporation in New York, you must appoint an initial board of directors before making them permanent once the corporation is formed. In New York, you may appoint at least Three board of directors. The initial board of directors is in charge of guiding the overall strategy of your business. The structure, responsibilities, and powers given to a board of directors are determined by the bylaws of a company or organization. So, appointing your corporation’s initial board of directors in New York is a big step in forming a corporation.
Step 3: Filing the Certificate of Incorporation in New York
After you appoint the initial board of directors in your New York corporation, the next step is to write and file a Certificate of Incorporation. In writing, the New York Certificate of Incorporation, the corporation name, principal place of business, the purpose of business, New York Resident Agent contact information, and the names and addresses of incorporators and/or initial board members, should be written.
Filing a Certificate of Incorporation in New York may be done with two methods, online and by mail. The Certificate of Incorporation fee may vary from different states. However, in New York, it costs $125 for filing online, or by mail..
- Online Filing: Create an account/Log in to the SOS site, get the online form, fill it, and submit online
- Offline filing: Send the form by mail to Department of State Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Ave., Albany, NY 12231.
Step 4: Draft Corporate Bylaws
Now you are done filing a Certificate of Incorporation in New York, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.
In creating corporate bylaws, you should include the following on how the decisions will be made-
- The responsibilities are given to each officer.
- How will judgments in business be made?
- Where and when are the annual shareholder meetings?
- The minimum number of shareholders required for decision-making.
- Location and timing of dividend payments.
Step 5: Hold the First Board of Directors’ Meeting
After drafting the corporate bylaws, gather all the board of directors for the first meeting. This meeting will be finalized by appointing directors to manage the company’s daily operations, approve the bylaws, choose the corporation’s accounting year, and approve the stock issue. All board meetings should have minutes taken and stored with the company’s records.
Step 6: Issuing Stock in a Corporation
After starting your New York corporation, one of the first official corporate actions is issuing stock to the shareholders. Keep track of the number of shares issued to each shareholder and the purchase price. A corporation in New York is managed by its shareholders, who contribute to the business in exchange for ownership shares.
Even though drafting and finalizing a shareholders agreement is unnecessary, I suggest you still comply since it will benefit your corporation and its shareholders. A small business’s shareholders enter into a shareholder agreement contract. It establishes how ownership will be handled in unexpected situations, like a shareholder passes away, retires, becomes disabled, or quits the corporation. Early on in the life of your New York corporation, signing a shareholders’ agreement can help maintain corporate continuity and prevent future disputes.
Step 8: Request an EIN in New York
After everything is in place, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your New York corporation. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.
The application of an EIN in New York can be through the following:
- Apply Online- The EIN online application is the preferred method for customers to apply for and obtain an EIN.
- Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
- Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is 4 weeks.
- Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.
After you have your EIN number, you can benefit in a number of ways. It will give your corporation the final advantage necessary to operate at full capacity without encountering legal or judicial issues.
Step 9: Get Licenses and Permits for your Corporation in New York
Before your corporation operates in New York, you must have a business license. A business license is a document issued by a government agency that permits you to operate your business in the geographic region that that agency governs. To legally operate your corporation, you’ll need a business license. Numerous corporate licenses need to be filed and renewed regularly. Check out how to get business licenses and permits in New York to know more.
You must also register a DBA name if you intend to conduct business using a name other than your corporation’s legal name. The DBA name is sometimes known as “doing business as” or a “fictitious business name.” Depending on your location, you may need to register the DBA with your state, city, and county. You can skip this step if your business solely uses your legal company name.
Paying your Taxes in New York
Even if you have established your corporation in New York, pay your taxes and keep everything up to date so you won’t pay any penalty. Unlike an LLC, there is a corporate tax that every corporation in New York has to pay. On the other hand, they must pay income taxes based on their business income. Some other types of taxes in New York are sales tax, franchise tax (not applicable to all the states), and other state taxes.
Cost of Forming a Corporation in New York
A filing and annual fee must be paid to form a corporation in New York. Without it, your corporation won’t operate. The initial filing fee for a corporation may vary depending on the state. However, in New York, it costs $125 for filing online, or by mail.. The corporation in New York also has to file an annual report (though it might not be mandatory, it is recommended to file one). Ensure you comply with all the necessary fees and costs so your corporation will run successfully and smoothly. If, in the future, you make any changes to your corporation, you must file the New York Amendment. It costs $60 to file an amendment in New York.
Advantages of Starting a Corporation in New York
- Limited Liability: The biggest advantage of setting up a New York corporation is that the shareholders are not personally responsible for the debts of the company. As a result, when you incorporate as a corporation, personal assets like homes, vehicles, and other possessions are prohibited. One of the main benefits of setting up a corporation over a general partnership or sole proprietorship business structure is that neither the business nor the owners are held legally responsible for the obligations of the business, even if it means giving up their personal assets.
- Limitless Corporation: The fact that a corporation’s existence is independent of its owners is another significant benefit of incorporation. In other words, a corporation has an endless life and will continue operating normally even if the owner dies or decides to sell their ownership.
- Advantages in Tax: The deduction of health insurance premium payments made on behalf of an owner-employee is one of the many financial benefits to which corporations are entitled. Corporations also save on self-employment taxes since their revenue is not subject to workers’ compensation, Social Security, or medical taxes. Tax rates on corporate profits are lower than those on individual income.
- Start a Alabama Corporation
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- Start a New Mexico Corporation
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- Start a Oklahoma Corporation
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When determining which corporate form is best for you, be selective. You must know which business structure is bet-fitted for your product/service in New York. Consult a legal professional before you take the first step while setting up your business. Finding the ideal ratio of corporate advantages and legal protection that meets your unique needs is very important. In forming a corporation in New York, you need to ensure that every detail is well-formed so that your corporation will be successful. And if you have any questions, share them in the comment section below.