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
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.
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.
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).
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).
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).
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.
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.
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.
Frequently Asked Questions
In New York, articles of incorporation are the founding document you file with the state to create a corporation, and New York calls that document a Certificate of Incorporation. You file it under Business Corporation Law section 402 with the New York Department of State. Filing makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation debts. The certificate sets out the corporation name, its purpose, the New York county of its office, the shares it is authorized to issue, and the Secretary of State as agent for service of process.
In New York, articles of incorporation (filed as a Certificate of Incorporation) create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the New York Department of State and both form a separate legal entity, but they create different kinds of entities under different New York statutes. Choose the one that matches the entity you want to form.
In New York you file the Certificate of Incorporation with the New York Department of State, Division of Corporations, and the filing fee is $125. You can file online or by mail. Once the Department of State accepts and files the certificate, the corporation legally exists in New York. New York uses the term certificate of incorporation for the same founding document other states call articles of incorporation.
New York requires the certificate to set forth the corporation name; the purpose or purposes for which it is formed; the county within New York where its office is located; 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; and a designation of the Secretary of State as agent for service of process with a post office address for mailing process (Business Corporation Law 402). Each incorporator signs the certificate.
In New York, the certificate must designate the New York Secretary of State as the corporation agent upon whom process may be served, and must give a post office address to which the Secretary of State will mail a copy of any process it receives (Business Corporation Law 402). A New York corporation may also choose to name an additional registered agent with an address in New York, but the designation of the Secretary of State is required.
Yes. New York imposes a corporation franchise tax on business corporations under Article 9-A of the New York Tax Law, collected by the Department of Taxation and Finance. The tax includes a fixed dollar minimum tax that varies with the corporation New York receipts, so a corporation owes at least that minimum whether or not it is profitable. Confirm the current fixed dollar minimum amount with the New York Department of Taxation and Finance, because it is set on a schedule that can change.
A Biennial Statement is a filing a New York corporation makes with the Department of State every two years to update the state on its chief executive officer, principal executive office, and address for service of process (Business Corporation Law 408). It is due in the calendar month in which the original Certificate of Incorporation was filed, and the fee is $9. Filing on time keeps the corporation records current; a corporation that does not file is shown as past due.
In New York, articles of incorporation (the Certificate of Incorporation) are the short public document you file with the Department of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the New York certificate to exist as a corporation and the bylaws to govern it day to day.