How to Incorporate in New York
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5 Steps to Incorporate or Form an LLC in New York
1. Make sure your company name choice is available according to New York law.
Your company name must include the correct corporate or LLC identifier:
New York Name & Business Purpose Restrictions:
A) Shall not contain any of the following phrases, or any abbreviation or derivative thereof: board of trade, state police, urban development, chamber of commerce, state trooper, urban relocation, community renewal, tenant relocation.
(B) Shall not contain any of the following words, or any abbreviationor derivative thereof: acceptance, endowment, loan, annuity, fidelity, mortgage, assurance, finance, savings, bank guaranty, surety, benefit, indemnity, title, bond, insurance, trust, casualty, investment, underwriter, doctor, lawyer unless the approval of the superintendent of banks or the superintendentof insurance, as appropriate, is attached to the certificate ofincorporation, or application for authority or amendment thereof; or that the word “doctor” or “lawyer” or an abbreviation or derivation thereof is used in the name of a university faculty practice corporation formed pursuant to section fourteen hundred twelve of the not-for-profit corporation law or a professional service corporation formed pursuant to article fifteen of this chapter, or a foreign professional service corporation authorized to do business in this state pursuant to article fifteen-A of this chapter, the members or shareholders of which arecomposed exclusively of doctors or lawyers, respectively, or are used in a context which clearly denotes a purpose other than the practice of law or medicine.
(C) Shall not, unless the approval of the state board of standards and appeals is attached to the certificate of incorporation, or application for authority or amendment thereof, contain any of the following words or phrases, or any abbreviation or derivative thereof: union, labor, council, industrial organization, in a context which indicates or implies that the domestic corporation is formed or the foreign corporation authorized as an organization of working men or women or wage earners or for the performance, rendition or sale of services as labor or management consultant, adviser or specialist, or as negotiator or arbitrator in labor-management disputes.
(D) Shall not, unless the approval of the state department of social services is attached to the certificate of incorporation, or application for authority or amendment thereof, contain the word “blind” or “handicapped”. Such approval shall be granted by the state department of social services, if in its opinion the word “blind” or “handicapped” as used in the corporate name proposed will not tend to mislead or confuse the public into believing that the corporation is organized for charitable or non-profit purposes related to the blind or thehandicapped.
(E) Shall not contain any words or phrases, or any abbreviation or derivation thereof in a context which will tend to mislead the public into believing that the corporation is an agency or instrumentality of the United States or the state of New York or a subdivision thereof or is a public corporation.
(F) Shall not contain any word or phrase, or any abbreviation or derivation thereof, which, separately, or in context, shall be indecent or obscene, or shall ridicule or degrade any person, group, belief, business or agency of government, or indicate or imply any unlawful activity.
(G) Shall not, unless the approval of the attorney general is attached to the certificate of incorporation, or application for authority or amendment thereof, contain the word “exchange” or anyabbreviation or derivative thereof. Such approval shall not be granted by the attorney general, if in his opinion the use of the word “exchange” in the proposed corporate name would falsely imply that the corporation conducts its business at a place where trade is carried on in securities or commodities by brokers, dealers, or merchants.
ALSO: Shall not contain “Learning Center” or language implying a degree-granting institution without permission from the New York Department of Education; “therapy or therapies”.
2. File the correct paperwork with the New York Department of State’s Division of Corporations.
For Corporations you must file “Certificate of Incorporation”, for LLC’s you must file “Articles of Organization”. Note that as many as 3/4 of all filings submitted are rejected and the New York Department of State (Division of Corporations) does not allow you to verify if a name is available or not (see the complex name availability rules above), so it is important that the name be pre-cleared by a knowledgeable professional, these documents be error free and submitted in the proper format with correct cover letter, payment and filing instructions (less than 1% of our filings are rejected).
3. Hold the “Organizational Meeting” and adopt the New York Bylaws (Corporations) or a New York Operating Agreement (LLC’s).
The Organizational Meeting is how you determine the percentage of ownership for each shareholder (Corporation) or Member (LLC’s) as well as resolve to do tasks like open a company bank account, pay back pre-incorporation expenses, elect S-Corporation status and more.
The Bylaws or Operating Agreement are the rules your corporation or LLC operates by and determines issues like how to admit new owners/shareholders, how to resolve disagreements, when to hold meetings, etc.
4. Obtain a Federal Employer Identification Number (FEIN) for your company and open a company bank account.
4a. Optional: If you want your corporation to be an S-Corporation, submit IRS form 2553 to the IRS within 75 days of your date of incorporation and adopt the appropriate corporate resolution. New York also requires their own version of the S-Corporation filing.
5. Get a local business license from the city (or county) where you will be doing business.
Optional: File a New York DBA (also known as a “Doing Business As”, “Fictitious Business Name” or “FBN”).
If you intend to “do business as” a name different from your corporation or LLC name, then you can file a New York DBA in the county where your business is located. This will allow you to open a bank account and accept payment under the different name. If you simply want to do business as your corporation or LLC name, then the DBA would not be required.
MyNewCompany.com can assist you with all the of the above!
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In New York, you can authorize a Maximum of 200 Shares of No Par Value stock to incur the minimum filing and/or Franchise Fee. Additional shares will increase the fee.
Annual Report is due (biennial) in the month in which its original Certificate of Incorporation was filed.
Annual Report Fee: $9.00