FAQ · Straight answers to the questions New York Corporation owners ask most.
New York Corporation FAQ — Formation, Compliance, and Common Questions
Straight answers to the questions people actually ask when incorporating in New York — how the filing works, what corporations owe the state, how the service-of-process system operates, and where a corporation differs from an LLC. Grouped by topic so you can find what you need.
One price: $199.00/yr covers your formation, your registered agent, and your annual report, plus the $125.00 state filing fee, at cost.
State agency: New York Department of State, Division of Corporations, State Records and Uniform Commercial Code
Annual report due: During the calendar month of original incorporation, every 2 years · Processing: Same day
✓ No hidden fees ✓ No second-year price hikes ✓ No missed filings
State facts
New York Corporation
Forming the Corporation
What document creates a New York corporation?
The Certificate of Incorporation, filed with the New York Department of State, Division of Corporations, under Section 402 of the Business Corporation Law. When the Department of State accepts and files it, your corporation legally exists. The certificate states your corporate name, purpose, county, authorized shares, and the designation of the Secretary of State as agent for service of process.
How long does incorporation take?
Online filings through the Department of State's MyDOS portal are frequently processed the same day the state receives them, with a firm record usually settled within about a week. Mailed paper filings take considerably longer — often several weeks. If you're up against a closing or a bank appointment, the state offers expedited handling for an additional fee.
Do I have to publish notices in newspapers?
No. New York's newspaper publication requirement applies to LLCs, not to business corporations. You file the Certificate of Incorporation and skip the six weeks of published notices and the Certificate of Publication that LLC owners must complete. It's one of the ways forming a corporation is simpler than forming an LLC in New York.
Can a non-resident form a New York corporation?
Yes. There's no residency requirement for incorporators, shareholders, directors, or officers. Anyone, anywhere, can own a New York corporation. Because the Secretary of State is automatically the corporation's agent for service of process, there's always an in-state legal contact even without a physical New York presence.
Governance and Structure
Who runs a New York corporation?
Three roles, layered. Shareholders own the corporation through stock and elect the board. The board of directors oversees the company and appoints officers. Officers — typically a president, secretary, and treasurer — run day-to-day operations. In a small corporation, the same person can fill all three roles, but each action should be taken and documented in the correct capacity.
Can one person own the whole corporation?
Yes. New York allows a single individual to be the sole shareholder, the sole director, and to hold every officer position. You still hold your organizational meeting, issue yourself stock, elect yourself as director, appoint yourself to the offices, and record it all in the minute book. Those formalities are what preserve the liability shield even for a one-person corporation.
Do I need bylaws?
Yes, but you don't file them with the state. Bylaws are the corporation's internal rulebook — how meetings are called, how directors and officers are chosen, how votes are counted. They stay in your corporate records. Adopting bylaws at your organizational meeting is a required founding step, and banks and investors will ask to see them.
How many shares should I authorize?
Enough for flexibility — future co-founders, an option pool, an investment round — but not so many that you inflate the state filing fee, which scales with a large authorized-share count. Many small New York corporations authorize a moderate, round number and issue only part of it at formation. If a fundraise is coming, get a corporate attorney's input on the number.
Registered Agent and Service of Process
How does service of process work in New York?
The Secretary of State is automatically your corporation's agent for service of process. Anyone suing your corporation serves the state, which forwards the papers to the address you put on file. You may also designate a separate private registered agent, but that's optional — the Secretary-of-State layer is mandatory and built into your Certificate of Incorporation.
What if my forwarding address goes stale?
It's dangerous. Service on the Secretary of State is legally effective whether or not the forwarded copy reaches you. A stale address means lawsuits go nowhere while your corporation is still deemed served — the setup for a default judgment you never saw coming. Keeping the address current with the Department of State is one of the most important ongoing tasks a corporation has.
Should I use a commercial registered agent?
Many corporations do. A commercial agent keeps a stable, monitored New York address on the public record instead of your personal address, reliably forwards process and state notices, and doesn't depend on any one person being in the office. For owners without a permanently staffed New York location, it removes the single biggest compliance risk — a missed legal notice.
Ongoing Compliance and Taxes
What is the Biennial Statement?
A short filing every New York corporation submits to the Department of State every two years, during the anniversary month of its incorporation, through the e-Biennial portal. It updates the service-of-process forwarding address and the name and address of the CEO and principal executive office. It is not a financial report and it's separate from your tax filings.
What about franchise tax?
New York corporations owe corporate franchise tax, administered by the Department of Taxation and Finance — a different agency from the Department of State. This is a genuine tax obligation and is where a corporation's tax picture diverges from a pass-through LLC. Which base and rate apply depends on your corporation, so coordinate this with a CPA.
What records do I have to keep?
A minute book, a stock ledger, and adopted bylaws, at minimum. Hold at least an annual shareholders' meeting to elect directors, and record minutes of board and shareholder actions. These records preserve the liability shield and are exactly what a buyer, lender, or investor will demand in diligence.
Corporations vs. LLCs and Other Common Questions
Corporation or LLC — which should I form?
A corporation is built for issuing stock, raising investment, and granting equity, at the cost of more formality — a board, officers, meetings, minutes. An LLC is simpler and pass-through by default, but doesn't fit venture funding or stock-option plans, and in New York it carries the newspaper publication requirement a corporation avoids. If investors or employee equity are in your plans, the corporation usually wins; if not, an LLC may be the lighter structure.
Can I convert my LLC to a corporation later?
New York provides mechanisms to change entity form, but the mechanics and tax consequences are significant enough that this is a decision to make with an attorney and a CPA rather than a casual switch. It's often cleaner to form the right structure at the outset if you can foresee your path — which is exactly why the corporation-versus-LLC question deserves real thought up front.
What is an S corporation?
"S corporation" is a federal tax election, not a separate New York entity type. You form a regular business corporation with the state, then elect S-corp treatment with the IRS (and separately with New York, where applicable) to get pass-through taxation while keeping the corporate structure. Whether an S election benefits you depends on your specifics — a CPA question, not a filing question.
Frequently asked questions
Is a New York corporation the same as a New York LLC?
No. A corporation is owned by shareholders, governed by a board, run by officers, and uses bylaws as its internal document — it's built for stock, investment, and equity plans. An LLC is owned by members, governed by an operating agreement, and taxed as a pass-through by default. New York LLCs also carry a newspaper publication requirement that corporations don't. They're distinct structures for different situations.
Do I need an attorney to incorporate in New York?
Not to file. The Certificate of Incorporation can be prepared and submitted without a lawyer, and a filing service like ours handles the paperwork. You do want an attorney for the judgment calls — how many shares to authorize, founder vesting, investor terms, or whether your out-of-state activity requires qualification. Filing is mechanical; structuring is where legal advice earns its cost.
How often do I file with the state after incorporating?
The main recurring Department of State filing is the Biennial Statement, due every two years during your incorporation anniversary month. Separately, you file corporate franchise tax with the Department of Taxation and Finance on its own schedule. Beyond that, you file only when something changes — a new agent, a moved address, an amendment to your certificate.
Does New York tax my corporation?
Yes, through the corporate franchise tax administered by the Department of Taxation and Finance. This is separate from the Biennial Statement, which is a Department of State filing and not a tax. The specific franchise tax base and rate depend on your corporation's circumstances, so the details are a matter for your CPA rather than something we determine as a filing service.
Can I use a P.O. box for my corporation's address?
For the service-of-process forwarding address, you want a reliable street address where papers actually reach a person, because a missed legal notice can lead to a default judgment. Relying on a box that isn't monitored is risky. Many corporations use a commercial registered agent's monitored New York address specifically to make sure forwarded lawsuits and state notices are received promptly.
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