New York State Corporation Laws
New York State corporation laws indicate the manner in which New York corporations are formed and operate. An incorporated business in the state of New York has a separate legal existence from its owners. The owners of a New York corporation have limited liability protection against business lawsuits, debts and other obligations. Corporations in New York State are required to hold at least one annual meeting that may take place in or outside the state.
Other People Are Reading
-
Name
-
New York state incorporation laws require a corporation name to contain a corporate designator such as "limited," "incorporated," or "corporation." The legal name of a New York corporation may contain an abbreviated version of the corporate designator. New York state corporation law requires the legal name of a corporation to be distinguishable from existing business names that are registered, or held on reserve with the New York Department of State. Businesses are urged to confirm business name availability prior to filing incorporation documents with the state. Sending a written inquiry to the New York Department of State is the only way to confirm business name availability in New York. Mail the name availability inquiry to:
New York Department of State
Division of Corporations,
41 State Street,
Albany, NY 12231
As of 2010, it costs $5 per name to conduct a business name availability search in New York.
Directors
-
New York state corporation law requires corporations to select at least one individual to serve on the company's board of directors. New York law requires the director of a corporation to be at least 18 years of age. Directors are not required to live in New York unless the owners of the company decide otherwise. Furthermore, New York state law does not require directors of a corporation to own shares of the company's stock, unless shareholders of the New York corporation impose this requirement on its directors. The directors of a New York corporation have duties such as implementing company strategy and policy, enforcing the company's bylaws and selecting individuals to serve as officers of the corporation.
-
Articles of Incorporation
-
New York corporate law requires businesses to file a certificate of incorporation, also known as articles of incorporation, with the state as a condition of forming a corporation. New York state law requires businesses to include information in its certificate of incorporation such as the legal business name and principal address of the corporation. The New York Department of State provides businesses with a fill-in-the-blank certificate of incorporation that may be obtained by mail, phone or printed from the New York Department of State website. The name and address of each business or person responsible for organizing the corporation must be included in the New York certificate of incorporation. If the New York corporation will not have unlimited life, a dissolution date must be stated in the certificate of incorporation. As of 2010, corporations in New York are required to pay a filing fee of $125 when submitting a certificate of incorporation to the New York Department of State.
Agent for Process
-
Corporations in New York are required to list the New York Secretary of State as the company's agent for process. This is different from other states that allow corporations to name an adult or business as the company's agent for process. The New York Secretary of State will receive all the corporation's tax and legal documents, such as paperwork regarding lawsuits initiated against the corporation. The Corporation must provide a valid mailing address where the New York Secretary of State can forward all the company's tax and legal documents.
-
