How to Register a Corporation in New York
A corporation is a business organization that has legal rights similar to those of a person. It consists of a board of directors that makes all business decisions. A corporation can continue to exist even if the original members of the board leave the business. Registering a business as a corporation gives the shareholders limited personal liability and the ability to easily transfer shares. Details about forming a corporation in New York State are available in a brochure prepared by the New York Department of State.
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Instructions
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Pick a name for your corporation and confirm its availability by checking with your local county clerk's office or the federal trademark database developed by the U.S Patent and Trademark Office. You can also send a written inquiry to the New York State Department, Division of Corporations with a fee of $5 per name. According to New York state law, the name you choose must contain the words, "Limited," "Incorporated," or "Corporation," or the abbreviations, "Ltd.," "Inc." or "Corp."
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Hire or appoint at least one director for the corporation. New York law states that the directors of a corporation may not be younger than eighteen years of age, though they are not required to be New York residents or own shares in the corporation -- unless required by the corporation's bylaws.
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File a certificate of incorporation or charter with the New York State Department. The certificate of incorporation must include the following information: corporation name, business purpose, county location, stock structure, an address to which the Secretary of State may mail legal documents, the incorporator's signature, and the name and address of the person filing the certificate.
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Develop the bylaws, which are the internal rules and regulations of the corporation. You don't have to file the bylaws with the New York State Department, but you must keep a copy at the business address of the corporation.
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Hold the first meeting of the board of directors, also called an organizational meeting. The purpose of this meeting is to approve the bylaws and take care of other business matters related to the organization of the corporation.
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Distribute stock certificates among the owners of the corporation.
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Acquire all necessary licenses or permits for your business. To find out whether your corporation needs any permits or licenses, you can contact the Governor's Office of Regulatory Reform in Albany, New York, your county or city clerk, the New York State Department of Labor, or the New York State Workers' Compensation Board.
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Find out the New York State tax and regulatory requirements for your corporation by contacting the New York State Department of Taxation and Finance. You will also need to apply for an Employer Identification Number with the IRS and get worker's compensation insurance if you plan to hire employees. Get in touch with the IRS about the tax return obligations of your corporation.
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Tips & Warnings
The corporation must keep a record of the details of each shareholder and the minutes of all the meetings.
You will need to hold a shareholders' meeting once a year to elect directors and take care of other business issues as described in the bylaws of your corporation.
You must also submit a Biennial Statement to the New York Department of Revenue.
