New York C Corporation Formation
An overview of the process for filing a New York C Corporation
Any business corporation in New York, including a C corporation, will be formed
under Section 402 of the Business Corporation Law. A C Corporation differs from
an S Corporation or LLC in several ways, as shown on
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Steps to Forming a New York C Corporation
In order to form a C corporation in New York, you will first file Articles of Incorporation
with the Division of Corporations of the Secretary of State. The following information
must be included in your Articles of Incorporation:
- The name of your C Corp: Your name must end in either "Incorporated," "Corporation,"
or "Limited," or an accepted abbreviation of those words ("Inc.," "Corp.," or "Ltd.").
This name must be distinguishable from any other incorporated entity already registered
in New York, regardless of the entity type or corporate ending. If you'd like, ClickandInc.com
can perform a business name search
to determine the availability of your name. If you'd like to reserve the name of
your C Corporation prior to filing, you may do so for up to 60 days. The fee for
this is $20.
- Purpose: A general purpose statement is included in the Articles of Incorporation
form provided by the state. Most businesses will not be required to add anything
to this purpose statement. However, if you are forming your corporation to conduct
business for medical, educational, neglected/abandoned child, or substance abuse
purposes, you will be required to obtain consent from various government agencies.
- County: You'll need to provide the county in which the corporate office of your
C Corp is located. This must be a county in New York.
- Shares: The default share information listed in the state form is 200 shares at
no par value, but if this does not apply to you, you may delete it and insert any
number of shares and any amount of par value. Your taxes may be affected by the
amount of shares at no par value, or by the total value amount of shares with par
- Service of Process: New York does not require you to have a registered agent, as
the Secretary of State itself will act as your registered agent. However, you are
required to list a physical address of a person to whom the state will forward service
of process and other documents. This information must be current at all times to
avoid a situation where the state is unable to contact you, which may result in
the involuntary dissolution of your C Corporation.
- Organizer: The person who drafted the Articles of Incorporation for your C Corp
will sign as the Organizer. This may or may not be an officer of the corporation.
- Filer: A name and address of the person to whom the state should mail the filing
receipt must be provided.
If any of the above information about your business changes, you will need to file
a Certificate of Amendment to reflect those changes (or include those changes in
your Biennial Statement). It is very important that your registration remains current.
Take a look at
Sample Articles of Incorporation, and feel free to modify them for your
Further Responsibilities of a New York C Corporation
You are required to file a Biennial Statement every two years during the anniversary
month that your C Corp was registered; the fee for this is $9. Failure to file this
Statement may cause the state to prevent you from conducting certain business transactions;
for instance, any status letter that you request from the state will reflect that
your corporation has not met their requirements.
Additional Information about a New York C Corporation
Your C Corporation:
- Can sell stock and raise capital
- May deduct the cost of benefits provided to employers (such as parking permits,
health insurance, and so on)
- Has a board of directors, which oversees the policies of the corporation
- Issues limited liability for owners
- Can be owned by non-US citizens or non-resident aliens
- Can own other business entities
- Can be owned by other business entities
- Is taxed separately from the owners' income
Shareholders of a C Corporation cannot be held liable in a judgment against the
corporation for an amount greater than the amount of stock they hold. (This does
not include any personal liabilities, such as fraud, failure to pay taxes, and so
Other Types of Businesses in New York
For information on other types of businesses in New York, please explore the links