How to Form S-Corp in New York

Quick Answer

To form an S-Corporation in New York, you must first incorporate as a regular corporation by filing a Certificate of Incorporation with the New York Department of State for a $125 filing fee, then elect S-Corp tax status with the IRS using Form 2553. As of April 10, 2026, New York corporations require a registered agent and are subject to both state income tax (4-10.9%) and franchise tax.

Step-by-Step Formation Process

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

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

3. File Certificate of Incorporation: Submit the Certificate of Incorporation to the New York Department of State along with the $125 filing fee. This can be done online through the Department of State website at https://www.dos.ny.gov/corps/.

4. Obtain Federal EIN: Apply for an Employer Identification Number from the IRS, which you’ll need for tax purposes and banking.

5. File Form 2553: Submit IRS Form 2553 (Election by a Small Business Corporation) within 75 days of incorporation to elect S-Corporation tax status.

6. Create Corporate Bylaws: Draft bylaws that outline how your corporation will operate, though these aren’t filed with the state.

7. Hold Initial Board Meeting: Document the initial organizational meeting and issue stock certificates to shareholders.

8. File New York S-Corp Election: Submit Form CT-6 to the New York Department of Taxation and Finance to elect S-Corporation status at the state level.

Costs Breakdown

Fee Type	Amount	Notes
Certificate of Incorporation	$125	Required state filing fee
Expedited Processing	$25	Optional for faster processing
Registered Agent Service	$100-$300/year	If using third-party service
EIN Application	Free	Directly through IRS
Legal/Professional Fees	$500-$2,000	Optional attorney or service fees

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

Requirements Checklist

Before filing your S-Corporation in New York, ensure you have:

• Available corporate name (checked through NY DOS database)
• Registered agent with New York address
• Corporate purpose statement
• Initial directors identified
• Shareholders information (S-Corps limited to 100 shareholders)
• Share structure determined
• Filing fee payment ready ($125)
• Articles of incorporation prepared

Remember that S-Corporations have specific eligibility requirements: no more than 100 shareholders, only one class of stock, shareholders must be U.S. citizens or residents, and certain types of entities cannot be shareholders.

Tax Implications

New York S-Corporations face a complex tax structure:

Federal Tax Treatment: S-Corps are pass-through entities, meaning profits and losses flow through to shareholders’ personal tax returns, avoiding double taxation at the federal level.

New York State Income Tax: Despite federal pass-through status, New York imposes state income tax on S-Corporations at rates ranging from 4-10.9% as of April 2026. This makes New York unique compared to many states that don’t tax S-Corp income at the entity level.

Franchise Tax: New York S-Corporations are also subject to the state’s franchise tax, creating an additional tax burden not found in all states.

Employment Taxes: S-Corp shareholders who work in the business must pay themselves reasonable salaries subject to payroll taxes, though distributions above salary may avoid self-employment taxes.

Ongoing Obligations

New York S-Corporations must maintain compliance through several ongoing requirements:

Biennial Statements: File a Biennial Statement every two years with a $9 fee. This low ongoing fee is one of New York’s advantages for business formation.

Annual Tax Filings: Submit both federal (Form 1120S) and New York state S-Corporation tax returns annually.

Corporate Formalities: Maintain corporate records, hold annual shareholder meetings, and document major decisions in corporate resolutions.

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

License Renewals: Renew any required business licenses or permits according to their specific schedules.

Registered Agent

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

Options for Registered Agent Service:

• Serve as your own registered agent (if you have a New York address)
• Designate an officer, director, or employee
• Hire a professional registered agent service

Professional services typically cost $100-$300 annually and provide benefits like privacy protection, mail forwarding, and compliance notifications. Many business owners prefer professional services to avoid having their personal address on public records.

Common Mistakes to Avoid

1. Missing the S-Corp Election Deadline: File Form 2553 within 75 days of incorporation or wait until the following tax year.

2. Ignoring New York’s Unique Tax Structure: Unlike many states, New York taxes S-Corporations at the entity level, so budget for this additional tax burden.

3. Inadequate Registered Agent Planning: Don’t use your home address if you value privacy, and ensure your registered agent is always available during business hours.

4. Mixing Personal and Business Finances: Maintain separate bank accounts and detailed financial records to preserve corporate liability protection.

5. Skipping Corporate Formalities: Hold required meetings, maintain minutes, and document major decisions to maintain corporate status.

6. Improper Payroll for Shareholder-Employees: Pay reasonable salaries to working shareholders to avoid IRS scrutiny and penalties.

7. Forgetting Biennial Statement Filing: The $9 biennial fee is low, but failing to file can result in administrative dissolution.

Related Guides

• How to Form S-Corp in Alabama: 2026 Step-by-Step Guide
• How to Form S-Corp in Arkansas: 2026 Step-by-Step Guide
• How to Form S-Corp in California: 2026 Step-by-Step Guide
• How to Form S-Corp in Colorado: 2026 Step-by-Step Guide
• How to Form S-Corp in Connecticut: 2026 Step-by-Step Guide

FAQ

What’s the difference between forming a corporation and electing S-Corp status?

Forming a corporation creates the legal business entity through state filing, while S-Corp election is a federal tax designation. You must first incorporate, then separately elect S-Corporation tax treatment with the IRS using Form 2553.

How long does it take to form an S-Corporation in New York?

Standard processing for the Certificate of Incorporation is typically 7-10 business days, though you can pay an additional $25 for expedited 24-hour processing. The S-Corp tax election is processed separately by the IRS and can take several weeks.

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 business hours to receive legal documents. However, many business owners prefer professional services for privacy and reliability.

Does New York require S-Corporations to publish formation notices?

No, New York’s publication requirement only applies to LLCs, not corporations. This saves S-Corporation founders the $200-$2,000+ publication costs that LLC owners must pay.

What happens if I miss the S-Corp election deadline?

If you miss the 75-day deadline after incorporation, you’ll need to wait until the following tax year to elect S-Corporation status, or request late election relief from the IRS, which requires demonstrating reasonable cause for the delay.

How much does it cost annually to maintain an S-Corporation in New York?

The minimum annual cost is $9 for the biennial statement (filed every two years), plus any registered agent fees, tax preparation costs, and required business licenses. New York’s low ongoing fees make it attractive for long-term business operations.

Can foreign nationals form S-Corporations in New York?

While foreign nationals can form corporations in New York, S-Corporation shareholders must be U.S. citizens or residents. Foreign nationals would need to operate as a regular C-Corporation until they obtain appropriate residency status.

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This article provides general information for educational purposes only. Business formation laws and tax regulations change frequently. Consult with a qualified attorney or accountant for advice specific to your situation.