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 this chart.

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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, 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 value.
  • 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 own use.

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 on.)

Other Types of Businesses in New York

For information on other types of businesses in New York, please explore the links below.

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