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By Stephen FishmanJ. To form a corporation in New York, you need to take the steps set forth below. You can also use Nolo's Online Corporation service, which will form a corporation for you with everything you need. Your corporation's name must include the word "Incorporation," "Incorporated," or "Limited," or an abbreviation. Your corporation's name must be recognizably different from the names of other business entities already on file with the New York Secretary of State. Names may be checked for availability at the New York Department of State Division of Corporations business name database.
The application must be filed by mail. The certificate must include the corporation's name; the corporate purpose; the county in New York in which its main office is located; the stock structure see "Issue Stock" ; the deation of the SOS as the corporation's agent for service of process; and the name and address of the person to whom the SOS should mail any process received.
The SOS has developed an optional Certificate form that includes a general purpose clause and authorizes the corporation to issue shares of common stock with no par value. The certificate may be filed online or by mail. Every New York corporation must appoint the New York Department of State as its registered agent for service of process in the state. The Department will accept and forward legal papers on the corporation's behalf if it is sued. Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation.
They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they establish your corporation's operating rules, and help show banks, creditors, the IRS, and others that your corporation is legitimate. Keep your bylaws, meeting minutes, and other important corporate Ny state articles of incorporation in a corporate records book. This can be a simple three ring binder or corporate records kit you order through a corporate kit supplier. Keep it at your corporation's principal office.
The incorporator—the person who ed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders when the board members who will serve for the next term are elected by the shareholders. The incorporator must fill in an "Incorporator's Statement" showing the names and addresses of the initial directors.
The incorporator must the statement and place a copy Ny state articles of incorporation the corporate records book. The statement need not be filed with the state. You should hold your first meeting of the corporation's board of directors at which the directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize the issuance of shares of stock, set the corporation's fiscal year, and adopt an official stock certificate form and corporate seal.
The directors' actions Ny state articles of incorporation be recorded in corporate minutes prepared by the incorporator or any of the directors and approved by the board of directors. Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status.
Issue stock to each shareholder in return for their capital contributions of cash, property, services, or all three. Small corporations usually issue paper stock certificates. Enter each shareholder's name and contact information in the corporation's stock transfer ledger. New York corporations may issue stock with a par value or no par value.
The certificate of formation must indicate which option is chosen. Par value is a set amount below which the stock cannot be sold--it has nothing to do with the stock's actual value. Shares without par value may be issued or sold at any price. This is reflected in the SOS certificate of incorporation form. A share of stock in your corporation is classified as a security under state and federal securities laws that regulate the offer and sale of corporate stock. However, federal law exempts "private offerings:" a non-advertised sale to a limited of people generally 35 or fewer.
New York requires anyone selling securities to the public to register as a broker-dealer with the Investor Protection Bureau of the New York Attorney General. However, it is generally understood that this registration requirement does not apply to a small corporation planning the unadvertised private offering and sale of its initial shares that are exempt from federal registration. If you are unsure whether your corporation should register in New York, consult a qualified securities law attorney. All corporations doing business in New York must file a Biennial Statement with the Department of State every other year.
The statement is due during the calendar month in which the corporation's original certificate of incorporation was filed. The statement is filed online. There is no filing fee. New York State Taxes : New York State Tax Law requires a corporation to file franchise tax reports and pay franchise taxes annually even if the corporation does not conduct business or loses money. Franchise tax requirements begin the date the corporate existence begins and continue until the corporation is legally dissolved by the Secretary of State.
Choose a Corporate Name Your corporation's name must include the word "Incorporation," "Incorporated," or "Limited," or an abbreviation. Prepare Corporate Bylaws Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. Appoint Directors and Hold First Board Meeting The incorporator—the person who ed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders when the board members who will serve for the next term are elected by the shareholders.
Issue Stock Issue stock to each shareholder in return for their capital contributions of cash, property, services, or all three. Comply With Other Tax and Regulatory Requirements Additional tax and regulatory requirements apply to your corporation. Ready to start your corporation?Ny state articles of incorporation
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New York Nonprofit Articles of Incorporation