How to Start a Corporation in New York
Learn how to start a corporation in New York step by step. File your Certificate of Incorporation with the NYSDOS, get an EIN, and stay compliant. $125 state fee.
Bizee Editorial Staff
Editorial Team
New York corporation at a glance
Filing fee: $125
Processing time: 7–10 business days (standard); expedited options available
State agency: New York Department of State, Division of Corporations
Annual report due: Biennial statement due every 2 years in the anniversary month of formation
State tax rate: 6.5% corporate franchise tax (general business corporations); $9 per $1,000 of New York capital for some entities
How to incorporate in New York
To start a corporation in New York, you file a Certificate of Incorporation with the New York Department of State, pay the $125 state filing fee, appoint a registered agent with a New York address, and get a federal Employer Identification Number (EIN) from the IRS. The state processes standard filings in 7–10 business days.
New York has a few requirements that catch people off guard — including a mandatory biennial statement and a corporate franchise tax that applies even before you turn a profit. Knowing what's ahead makes the process a lot less stressful.
Step 1: Choose and reserve your corporation name
Your corporation name must be distinguishable from all other business names on file with the New York Department of State and must include a corporate designator — "Corporation," "Incorporated," "Limited," or an abbreviation like "Corp.," "Inc.," or "Ltd." Check name availability through the Department of State's business name search before you file.
If you've settled on a name but aren't ready to file yet, you can reserve it for 60 days by filing a Name Reservation application with the Department of State for a $20 fee. It's a small step that prevents someone else from taking the name while you get your paperwork together.
Step 2: Appoint a registered agent
Every New York corporation must designate the New York Secretary of State as its registered agent for service of process — this is built into the Certificate of Incorporation by default. You can also list an additional registered agent with a physical New York street address if you want legal notices delivered directly to a person or service rather than routed through the state.
Using a registered agent service keeps your address off public records and makes sure you don't miss time-sensitive legal documents.
Step 3: File your Certificate of Incorporation
The Certificate of Incorporation is the document that officially forms your corporation. File it with the New York Department of State, Division of Corporations. The $125 state filing fee applies whether you file online through the New York Business Express portal or by mail.
Your Certificate of Incorporation must include your corporation's name, the county in New York where the office will be located, the number of authorized shares, the name and address of each incorporator, and the name and address of your registered agent (if you're designating one beyond the Secretary of State). Missing any of these will delay your filing.
Step 4: Write your corporate bylaws and hold your first board meeting
Corporate bylaws are your corporation's internal rulebook — they cover how directors are elected, how meetings are held, and how decisions get made. New York doesn't require you to file bylaws with the state, but you do need to adopt them. Your first board meeting is where that happens.
At the first board meeting, directors typically adopt the bylaws, elect officers, authorize the issuance of stock, and approve any initial business decisions. Keep minutes of this meeting. They're part of the corporate records you'll need to maintain to stay in good standing.
Step 5: Get your Employer Identification Number (EIN)
An Employer Identification Number (EIN) is a federal tax ID issued by the IRS. Your New York corporation needs one to file federal taxes, open a business bank account, and hire employees. Apply online at irs.gov — the application is free and the EIN is issued immediately for U.S.-based applicants.
New York corporations file federal corporate income tax returns using Form 1120. Your EIN is required on that return and on most state tax filings as well.
Step 6: Register for New York state taxes
New York corporations are subject to the state's corporate franchise tax, which is administered by the New York State Department of Taxation and Finance. The general rate is 6.5% of net income allocated to New York, though the tax is calculated on whichever of several bases produces the highest amount. Register for state taxes through the New York Business Express portal.
If your corporation sells taxable goods or services, you'll also need to register for sales tax. A tax professional can help you figure out which registrations apply to your specific business.
New York corporation types
Most for-profit businesses in New York form a C Corporation by default. A C Corp is taxed separately from its owners, can have unlimited shareholders, and is the structure most investors and venture capital firms expect. It's the right fit if you plan to raise outside funding or issue multiple classes of stock.
An S Corporation is a tax election, not a separate entity type. You form a standard corporation with the state, then file IRS Form 2553 to elect S Corp status with the IRS. An S Corp passes income and losses through to shareholders' personal tax returns, which can reduce the overall tax burden — but it comes with restrictions, including a 100-shareholder limit and a requirement that all shareholders be U.S. citizens or residents. A tax professional can help you figure out whether the S Corp election makes sense for your situation.
FAQ
The state filing fee for a Certificate of Incorporation in New York is $125. That's the minimum cost to form a corporation. Additional costs can include a name reservation fee ($20), expedited processing fees, registered agent service fees, and any professional fees if you use a formation platform or attorney.
Standard processing through the New York Department of State takes 7–10 business days. Expedited options are available for an additional fee if you need your corporation formed faster. Online filings through the New York Business Express portal are generally processed more quickly than mail filings.
You start by forming a standard corporation with the New York Department of State — there's no separate S Corp filing at the state level. Once your corporation is formed and you have your EIN, file IRS Form 2553 with the IRS to elect S Corporation tax status. New York also requires a separate state-level S Corp election using Form CT-6, filed with the New York State Department of Taxation and Finance.
Yes. Every New York corporation automatically designates the New York Secretary of State as its agent for service of process when it files its Certificate of Incorporation. You can also name an additional registered agent with a physical New York address if you want legal notices delivered directly rather than routed through the state. Many business owners use a registered agent service to keep their personal address off public records.
New York corporations don't file an annual report — they file a biennial statement every 2 years. It's due in the anniversary month of your corporation's formation and filed with the New York Department of State. The filing fee is $9. Missing the deadline can put your corporation out of good standing with the state, so mark the date and file on time.
Yes. You can file your Certificate of Incorporation online through the New York Business Express portal at businessexpress.ny.gov. Online filing is generally faster than mailing a paper form. The $125 state fee applies either way.
A C Corporation is the default corporation structure in New York. It's a separate legal entity from its owners, taxed at the corporate level under New York's franchise tax. C Corps can have unlimited shareholders, issue multiple classes of stock, and are the structure most investors expect. If you don't make an S Corp election with the IRS, your New York corporation is automatically treated as a C Corp for federal tax purposes.
Yes. Your New York corporation needs an Employer Identification Number (EIN) to file federal taxes, open a business bank account, and hire employees. Apply for an EIN for free at irs.gov — the application is available Monday through Friday, 7 AM – 10 PM ET, and the EIN is issued immediately upon completion for U.S.-based applicants.
