How to Form Corporation in New York

Quick Answer

Forming a corporation in New York requires filing a Certificate of Incorporation with the New York Department of State for a $125 filing fee (as of April 2026). The standard processing time is typically 7-10 business days, though expedited processing may be available. You’ll need a registered agent with a New York address and must comply with ongoing biennial statement requirements.

Step-by-Step Formation Process

1. Choose a Corporate Name: Your corporation name must be unique and include a corporate designator like “Corporation,” “Corp.,” “Incorporated,” or “Inc.” Check name availability through the New York Department of State’s online database.

2. Appoint a Registered Agent: Designate a registered agent with a physical New York address who can receive legal documents on behalf of your corporation during business hours.

3. Prepare Certificate of Incorporation: Complete the Certificate of Incorporation form, which must include:

   • Corporate name
   • Purpose of the corporation
   • County where the office is located
   • Number of authorized shares
   • Registered agent information
   • Incorporator information

4. File with the Department of State: Submit your Certificate of Incorporation to the New York Department of State along with the $125 filing fee. You can file online through the Department of State website or by mail.

5. Obtain an EIN: Apply for an Employer Identification Number (EIN) from the IRS, which is required for tax purposes and opening business bank accounts.

6. Create Corporate Bylaws: Draft internal bylaws that govern how your corporation will operate, including procedures for meetings, voting, and corporate governance.

7. Hold Initial Board Meeting: Conduct an organizational meeting to adopt bylaws, elect officers, and issue stock certificates.

8. Comply with Local Requirements: Check with your county and municipality for any additional business licenses or permits required for your specific business type.

Costs Breakdown

Fee Type	Amount	Description
Certificate of Incorporation	$125	Required filing fee to the NY Department of State
Registered Agent Service	$100-300/year	If using a professional service (optional)
EIN Application	Free	Direct filing with IRS (expedited services charge fees)
Certified Copies	$10 each	Additional certified copies of your certificate
Biennial Statement	$9	Required every two years to maintain good standing

Fees current as of April 10, 2026. Contact the New York Department of State for the most current fee schedule.

Requirements Checklist

Before filing your Certificate of Incorporation, ensure you have:

• Unique Corporate Name: Verified through the NY Department of State database
• Registered Agent: Individual or entity with a New York physical address
• Corporate Purpose: Clear statement of business activities
• Authorized Shares: Determine the number and type of shares to authorize
• Incorporator Information: Name and address of the person filing the certificate
• Principal Office Address: New York county where the corporation will maintain its office
• Filing Fee: $125 payment method (check, money order, or online payment)

Tax Implications

New York corporations are subject to several tax obligations:

State Income Tax: Corporations pay New York state income tax at rates ranging from 4% to 10.9% on net income, depending on the income level and business type.

Franchise Tax: New York imposes a franchise tax on corporations, which is the greater of the income tax or a minimum tax based on gross receipts.

Federal Income Tax: C-corporations face double taxation - the corporation pays federal income tax on profits, and shareholders pay tax on dividends received.

Employment Taxes: If you have employees, you’ll need to withhold and pay federal and state employment taxes, including Social Security, Medicare, and unemployment insurance.

Sales Tax: If your business sells taxable goods or services, you’ll need to register for and collect New York sales tax, which has a base rate of 4% plus local taxes.

Ongoing Obligations

New York corporations must fulfill several ongoing compliance requirements:

Biennial Statement: File a biennial statement every two years with the Department of State, along with a $9 fee. This keeps your corporation in good standing.

Annual Tax Returns: File federal Form 1120 and New York State corporate tax returns annually, typically due on the 15th day of the third month after your tax year ends.

Corporate Records: Maintain proper corporate records, including meeting minutes, resolutions, and stock transfer records.

Annual Meetings: Hold annual shareholder and board of directors meetings as required by your bylaws and state law.

Registered Agent Maintenance: Ensure your registered agent remains available and maintains a New York address.

Registered Agent

New York law requires all corporations to maintain a registered agent with a physical address in the state. The registered agent serves legal documents and official correspondence on behalf of your corporation during regular business hours.

Registered Agent Options:

• Yourself: You can serve as your own registered agent if you have a New York address and are available during business hours
• Professional Service: Hire a registered agent service company for $100-300 annually
• Attorney or Accountant: Designate your business attorney or accountant if they have a New York address

The registered agent’s name and address become part of the public record when you file your Certificate of Incorporation.

Common Mistakes to Avoid

1. Choosing an Unavailable Name: Always verify name availability before filing. Similar names or names already in use will be rejected.

2. Incorrect Registered Agent Information: Ensure your registered agent has a valid New York physical address (not a P.O. Box) and has agreed to serve in this capacity.

3. Insufficient Authorized Shares: Consider future growth when determining the number of authorized shares. Adding shares later requires filing amendments.

4. Missing Corporate Formalities: Failing to hold required meetings, maintain minutes, or follow corporate bylaws can jeopardize your limited liability protection.

5. Ignoring Biennial Statement Deadlines: Missing the biennial statement filing can result in administrative dissolution of your corporation.

6. Mixing Personal and Business Finances: Always maintain separate bank accounts and financial records to preserve corporate liability protection.

7. Inadequate Record Keeping: Poor documentation of corporate decisions and transactions can create problems during audits or legal proceedings.

Related Guides

• How to Form Corporation in New Jersey 2026 - Complete Guide
• How to Form LLC in New York: Complete 2026 Guide & Costs
• How to Form Corporation in Arizona: 2026 Complete Guide
• How to Form Corporation in Delaware 2026: Complete Guide
• How to Form Corporation in Louisiana: 2026 Complete Guide

FAQ

How long does it take to form a corporation in New York?

Standard processing time is typically 7-10 business days from the date the Department of State receives your complete Certificate of Incorporation and filing fee. Expedited processing may be available for an additional fee, potentially reducing the processing time to 24 hours.

Can I be my own registered agent in New York?

Yes, you can serve as your own registered agent if you have a physical address in New York and are available during regular business hours to receive legal documents. However, many business owners prefer using a professional registered agent service for privacy and reliability.

What’s the difference between authorized and issued shares?

Authorized shares are the maximum number of shares your corporation is permitted to issue as specified in your Certificate of Incorporation. Issued shares are the actual number of shares that have been distributed to shareholders. You can issue up to the number of authorized shares without amending your certificate.

Do I need an attorney to form a corporation in New York?

While not legally required, consulting with an attorney is recommended, especially for complex business structures or if you’re unfamiliar with corporate law. An attorney can help ensure proper formation and ongoing compliance with state and federal requirements.

What happens if I don’t file the biennial statement?

Failing to file the required biennial statement and pay the $9 fee can result in your corporation being dissolved administratively by the state. This would terminate your corporate status and potentially expose you to personal liability for business debts.

Can a foreign corporation do business in New York?

Yes, but corporations formed in other states must register as a foreign corporation with the New York Department of State before conducting business in New York. This process is called “qualifying to do business” and requires filing an Application for Authority.

How do I change my corporation’s registered agent?

You can change your registered agent by filing a Certificate of Change with the New York Department of State. The certificate must be signed by an officer of the corporation and include the new registered agent’s name and address, along with their written consent to serve.

What are the ongoing costs of maintaining a New York corporation?

The primary ongoing cost is the $9 biennial statement fee required every two years. Additional costs may include registered agent service fees ($100-300 annually if using a service), annual tax preparation, and any required business licenses or permits specific to your industry.

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This article provides general information for educational purposes only and should not be considered legal or tax advice. Business formation requirements and fees can change. Consult with a qualified attorney or accountant for advice specific to your situation.