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The Guide to Forming a Corporation in New York
The Guide to Forming a Corporation in New York

In New York, corporations are founded by filing a Certificate of Incorporation with the New York Secretary of State. Corporations in New York are legally distinct entities from their owners, who are known as shareholders. Given the legal complexities of a business corporation, New York law requires that you take some initial steps before the business is officially incorporated.

 

Make Sure Your Preferred Business Name is Available

Naming your company involves more than choosing the wording for the sign out front. Your business name should be researched and chosen carefully.

 

Name Search: Legal Availability

The first and most important part of forming your New York corporation is choosing a name. Whatever name you choose for your new business, it must include one of the following as well: “Corporation,” “Incorporated,” “Corp.,” “Inc.,” or “Co.”

While you are choosing a name for your corporation, keep in mind that you will have to do a business name availability search to determine whether another business has taken that name already. To make certain that the name is available, the name should be verified by you with the New York Secretary of State, Division of Corporations.

 

Name Search: Branding Availability

If you intend to utilize your corporate name as a brand name, you should run a simple internet search (Google and social media at the very least) to confirm that another company is not already using the name. Because companies are registered at the state level, it is conceivable that another corporation with an identical name already exists in another state. As every sector becomes more digital, you want to make sure that you can appear prominently in search results.

 

Choose a Registered Agent

By law, you are required to choose a registered agent to receive service of process, regulatory inquiries, and other correspondence on behalf of your corporation. The agent can be a juridical person (a corporation, LLC, LP or LLP) or a natural person like you and me. If you choose an actual person to serve as your agent, he or she must live or have a business address in New York. If it is a business, it must be authorized to conduct business in New York. In addition, the agent must be able to receive correspondence during regular business hours and the location of the agent must be an actual street address in New York (it cannot be a P.O. box).

 

Hold a Meeting to Solidify Key Business Details

It is time to convene your first meeting now that your corporate name and registered agent are in place. Not only is this a chance to solidify your operations and solidify your corporation’s status, but it is also a good time to confirm board appointments and finish the requisite documentation and agenda items to complete the formation process.

After your first meeting, you will have enough information to file the Certificate of Incorporation, which is a requirement to complete the legal formation process. Your Certificate of Incorporation will be filed with the New York Secretary of State and must include: Your Business’s legal name, address, agent information, mission statement, and director names, position, and addresses.

 

Get an Employer ID Number (EIN) For Tax Purposes

The last required step is  to obtain an EIN with the IRS, which serves as your business’s unique identifier with the federal government. You can think of an EIN as your business’s social security number. You will need it for tax filing purposes, to get loans, open bank accounts, apply for business licenses, and other practical business reasons (joining a trade organization, obtaining access to wholesale pricing, etc.).

 

Corporate Formation and General Counsel Attorneys Near You

From the time a business is created, it faces a variety of legal and regulatory concerns. As the owner of a business in New York, New Jersey, or Florida, you will require the advice and representation of an experienced business law attorney who is knowledgeable in business and corporate law. We have many years of experience assisting clients just like you who are in a similar phase in their business. Contact us by calling (718) 513-3588 or by emailing info@bzlawgroup.com.

 

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Ella Zalkind
Ella Zalkind
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