New York Articles of Incorporation
In New York you form a corporation by filing a Certificate of Incorporation under BCL 402 with the Department of State for $125, setting the name, purpose, shares, and agent. Attorney review available.
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Introduction
New York calls its articles of incorporation a Certificate of Incorporation, the founding document that creates a corporation as a separate legal entity, filed under Business Corporation Law section 402 with the New York Department of State, Division of Corporations. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation debts. New York law requires the certificate to set forth the corporation name, a statement of purpose, the county in New York where the office will be located, the aggregate number of shares the corporation is authorized to issue, and a designation of the New York Secretary of State as agent for service of process (Business Corporation Law 402). The filing fee paid to the Department of State is $125. After the corporation is formed, it must file a Biennial Statement every two years with the Department of State, in the calendar month the original certificate was filed, with a $9 fee (Business Corporation Law 408). New York also imposes a corporation franchise tax on business corporations under Article 9-A of the Tax Law, which includes a fixed dollar minimum tax that varies with the corporation New York receipts; confirm the current amount with the Department of Taxation and Finance. DocDraft builds your New York articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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A Certificate of Incorporation is New York's name for articles of incorporation; filing it under Business Corporation Law section 402 creates a corporation as a separate legal entity.
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You file the Certificate of Incorporation with the New York Department of State, Division of Corporations, and pay a $125 filing fee. The Department of State is the filing office for forming a New York corporation.
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New York requires the certificate to set forth the corporation name, its purpose, the New York county where its office is located, the aggregate number of shares it is authorized to issue, and a designation of the Secretary of State as agent for service of process (Business Corporation Law 402).
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In New York the certificate must name the Secretary of State as the corporation agent for service of process and give a post office address where the Secretary of State will mail any process; the corporation may also name an additional registered agent with a New York address.
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New York imposes a corporation franchise tax on business corporations under Article 9-A of the Tax Law, which includes a fixed dollar minimum tax that varies with the corporation New York receipts. Confirm the current amount with the New York Department of Taxation and Finance.
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Every two years the New York corporation must file a Biennial Statement with the Department of State, in the calendar month the original certificate was filed, with a $9 fee (Business Corporation Law 408). It updates the state on the chief executive officer, principal office, and address for service of process.
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Articles of incorporation form a corporation. To form a New York limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in New York, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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New York Requirements for Articles of Incorporation
File the Certificate of Incorporation With the Department of State
A New York business corporation is formed by filing a Certificate of Incorporation under Business Corporation Law section 402 with the New York Department of State, Division of Corporations. The filing fee is $125. New York uses the term certificate of incorporation for the founding document other states call articles of incorporation.
Corporate Name With a Designator
The corporation name in the certificate must include a word such as Corporation, Incorporated, or Limited, or an abbreviation, and must be distinguishable from other entities on file with the New York Department of State.
Statement of Purpose and County
The certificate states that the corporation is formed to engage in any lawful act or activity for which corporations may be organized under the New York Business Corporation Law, and it names the New York county where the corporation office is located (Business Corporation Law 402).
Secretary of State as Agent for Service of Process
The certificate must designate the New York Secretary of State as the corporation agent for service of process and give a post office address where the Secretary of State will mail any process. The corporation may also name an additional registered agent with a New York address (Business Corporation Law 402).
Authorized Shares
The certificate must state the aggregate number of shares the corporation is authorized to issue, with the par value of the shares or a statement that they are without par value. If more than one class or series is authorized, the certificate states the number and par value of each (Business Corporation Law 402).
Biennial Statement Every Two Years
Every two years the corporation must file a Biennial Statement with the New York Department of State, in the calendar month the original certificate was filed, with a $9 fee (Business Corporation Law 408). It reports the chief executive officer, principal office, and address for service of process.
Corporation Franchise Tax (Article 9-A)
New York imposes a corporation franchise tax on business corporations under Article 9-A of the Tax Law, collected by the Department of Taxation and Finance. It includes a fixed dollar minimum tax that varies with the corporation New York receipts. Confirm the current amount with the Department of Taxation and Finance.
Corporation Versus LLC
Articles of incorporation form a corporation. To form a New York limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.