How to Start a Corporation in New York
Learn the steps to start a corporation in New York — from choosing a name and filing your Certificate of Incorporation to getting an EIN and staying compliant. $0 + state fee to get started.
Bizee Editorial Staff
Editorial Team
New York corporation at a glance
Filing fee: $135 (standard Certificate of Incorporation filing fee paid to the New York Department of State)
Processing time: Typically 7–10 business days for standard filing; expedited options available for an additional fee
State agency: New York Department of State, Division of Corporations
Annual report due: New York corporations file a Biennial Statement every 2 years with the Department of State; due in the anniversary month of formation
State tax rate: New York corporate franchise tax rate varies; the business income base rate is 6.5% for most corporations (7.25% for corporations with New York income over $5 million)
Steps to start a corporation in New York
To start a corporation in New York, you need to choose a corporate name, file a Certificate of Incorporation with the New York Department of State, appoint a registered agent, hold an organizational meeting, adopt bylaws, issue shares, and get an Employer Identification Number (EIN) from the IRS. The state filing fee is $135.
New York has a few requirements that catch people off guard — including a publication requirement for LLCs that does not apply to corporations, and a Biennial Statement filing that many new business owners miss. Knowing what's ahead before you file saves time and keeps your corporation in good standing from day one.
Choose and reserve a corporate name with the New York Department of State
Decide on your share structure and authorized shares
Appoint a registered agent with a New York address
File your Certificate of Incorporation and pay the $135 state fee
Hold an organizational meeting and adopt corporate bylaws
Issue shares and maintain corporate records
Get an EIN from the IRS at no cost
Open a business bank account
File a Biennial Statement every 2 years to stay in good standing
Step 1: Choose and reserve your corporate name
Your corporate name must be distinguishable from other business names already on file with the New York Department of State. It also needs to include a corporate designator — words like "Corporation," "Incorporated," "Limited," or an abbreviation like "Corp.," "Inc.," or "Ltd."
You can check name availability through the Department of State's online business name database before you file. If you want to hold a name while you prepare your paperwork, you can reserve it for 60 days by filing an Application for Reservation of Name and paying a $20 fee.
Step 2: Decide on your share structure
Your Certificate of Incorporation must state the number of shares your corporation is authorized to issue and the par value (or that shares have no par value). Most early-stage corporations authorize between 200 and 10,000,000 shares. The number you choose affects your filing fee — New York charges a minimum of $135, which covers up to 200 shares with no par value or shares with a total par value up to $20,000.
Talk to a legal or tax professional before deciding on your share structure if you plan to bring on investors or issue multiple classes of stock. Getting this right at formation is much easier than amending it later.
Step 3: Appoint a registered agent
Every New York corporation needs a registered agent — a person or business with a physical New York address who can receive legal documents and official state correspondence on your behalf. The registered agent's address becomes part of the public record.
You can serve as your own registered agent if you have a physical New York address and are available during business hours. Many business owners use a registered agent service to keep their personal address off public filings and to make sure nothing gets missed.
Step 4: File your Certificate of Incorporation
The Certificate of Incorporation is the document that officially creates your corporation. You file it with the New York Department of State, Division of Corporations. The standard filing fee is $135. Processing typically takes 7–10 business days, though expedited options are available for an additional fee.
Your Certificate of Incorporation needs to include your corporate name, the county in New York where your principal office is located, the name and address of your registered agent, your share structure, and the name and address of each incorporator. The Department of State accepts filings by mail, fax, or in person — online filing is not available for corporations as of this writing.
Step 5: Hold your organizational meeting and adopt bylaws
After the state approves your Certificate of Incorporation, your incorporators or initial directors need to hold an organizational meeting. At this meeting, you'll adopt corporate bylaws, elect directors and officers, authorize the issuance of shares, and handle any other initial business.
Bylaws are your corporation's internal rulebook — they cover how meetings are called, how votes are counted, and how officers are appointed. New York does not require you to file bylaws with the state, but you need to keep a copy in your corporate records. Skipping this step is one of the mistakes that comes up often with new corporations.
Step 6: Get an EIN and open a business bank account
An Employer Identification Number (EIN) is a nine-digit tax ID assigned by the IRS. Your New York corporation needs one before you can hire employees, open a business bank account, or file federal taxes. The IRS doesn't charge a fee for an EIN — you can apply online at irs.gov/ein and get your number the same day.
Once you have your EIN, open a dedicated business bank account. Keeping your corporate finances separate from your personal finances is one of the most important things you can do to protect the liability shield your corporation provides. A court can look past that shield if your personal and business money are mixed — and at that point your personal finances are fair game.
Ongoing compliance requirements
Forming your corporation is the first step. Staying in good standing with New York requires ongoing attention to a few key requirements.
Biennial Statement: file every 2 years with the New York Department of State in your corporation's anniversary month. The filing fee is $9.
Corporate franchise tax: New York corporations pay an annual franchise tax to the Department of Taxation and Finance. The amount depends on your income, capital, and other factors — a tax professional can help you figure out what applies to your business.
Corporate records: maintain minutes of meetings, a stock ledger, and copies of your Certificate of Incorporation and bylaws at your principal office.
Federal taxes: file corporate income taxes with the IRS each year. C Corporations file Form 1120; S Corporations file Form 1120-S.
FAQ
The minimum state filing fee is $135, paid to the New York Department of State when you file your Certificate of Incorporation. That fee covers up to 200 authorized shares with no par value. If you authorize more shares or shares with a higher total par value, the fee increases. You may also pay $20 to reserve your corporate name before filing.
Beyond the state fee, budget for a registered agent service if you don't want your personal address on public filings, and for any professional help you use to prepare your documents.
Standard processing by the New York Department of State generally takes 7–10 business days after they receive your Certificate of Incorporation. Expedited processing is available for an additional fee and can reduce that timeline significantly. The Department of State does not currently accept online filings for corporations, so you'll file by mail, fax, or in person.
To incorporate in New York, choose a corporate name, appoint a registered agent with a New York address, prepare and file a Certificate of Incorporation with the New York Department of State, and pay the $135 filing fee. After the state approves your filing, hold an organizational meeting, adopt bylaws, issue shares, and get an EIN from the IRS.
Yes. New York does not require you to use an attorney to form a corporation. You can prepare and file the Certificate of Incorporation yourself. That said, decisions like share structure, officer roles, and tax elections — especially choosing between a C Corporation and an S Corporation — have long-term consequences. A legal or tax professional can help you figure out the right structure before you file.
You form an S Corporation in New York the same way you form any corporation — by filing a Certificate of Incorporation with the Department of State. The S Corp designation is a federal tax election, not a separate entity type. After your corporation is formed, you file IRS Form 2553 to elect S Corporation tax treatment. New York also requires a separate state-level S Corp election using Form CT-6.
S Corp elections have eligibility requirements and deadlines. Talk to a tax professional before making the election to make sure it's the right fit for your business.
A Certificate of Incorporation is the document that legally creates your corporation in New York. You file it with the New York Department of State, Division of Corporations. It includes your corporate name, county of principal office, registered agent information, share structure, and incorporator details. Once the state approves it, your corporation officially exists.
Yes. Your New York corporation needs an Employer Identification Number (EIN) from the IRS before you can hire employees, open a business bank account, or file federal taxes. You can apply online at irs.gov/ein and get your EIN the same day. The IRS doesn't charge a fee for an EIN.
