Incorporating in New York State
Tips on how to get started:
Identify potential funding sources (including second mortgages, lines of credit, investors, government sources, and grant providers) to determine the availability of funds to conduct the business of the corporation.
Obtain some “startup finances” which will serve to enable you to obtain some professional legal and accounting services. These costs may be tax deductible for the new business venture.
Identify the initial Board of Directors of the new corporation collecting their names, addresses and telephone numbers.
Seek legal assistance to incorporate. Our office will assist you with the following:
Selection and Reservation of a Corporate Name (optional).
A ranked list of names should be created in order of preference. Each entry must include the work “corporation,” “incorporated” or “limited.” The name cannot be: Similar, meaning it must be differentiated by words not mere numbers or letters, to any existing corporate entity without the permission of said entity, or imply that the corporation is a government entity, or imply that the corporation is a government entity, or be indecent or obscene, or contain a form of the word designating any licensed professional in New York State, or contain the word or synonyms of “museum” or “school.”Draft a Certificate of Incorporation
Mandatory Requirements: a. Generally we require the following minimum information to appear in every articles of incorporation: a. The name of the corporation; b. Its duration; c. Its purpose or purposes; d. The securities it is authorized to issue; e. The name of its registered agent and the address of its registered office; f. The names and addresses of its initial board of directors; g. The name and address of the incorporator or incorporators.Obtaining Approval of the Corporation, if necessary.
File the Certificate of Incorporation with the Division of Corporations of the New York State Department of State.
The filing fee is seventy-five dollars ($75) plus ten dollars ($10) for a Certified Copy of the Certificate. If special handling service is requested for 2 hour or 24 hour expedited processing, the fee is an additional twenty-five to one-hundred fifty dollars ($25 to $150) depending on the type of expedited service requested.
After the filing has been accepted a receipt of a Proof of filing Receipt will be sent to the incorporator. This can be expected in about six weeks if handled regularly or seven to ten days if the special handling procedures are requested. The incorporation of the corporation becomes effective on the filing date appearing on the receipt.
The Certificate is conclusive and presumptive evidence that the conditions incident to the formation of a corporation have been properly fulfilled.Obtain a corporate Employer Identification Number “EIN” (optional in some circumstances).
Obtain a corporate seal (optional, but banks usually require one).
Draft an initial set of Corporate By-laws which will serve as the procedure that the Board of Directors and the Shareholders of the Corporation utilize to make decisions on behalf of the Corporation.
Obtain a corporate binder for official corporate record keeping.
Assist with preparing corporate stock certificates and subscription agreements.
Provide or assist with filing standard tax election documents with the IRS.
Prepare waivers of notices or consents to actions without formal meetings.
Assist with holding and preparing the Organizational Meeting.
The Incorporator must hold the Organizational Meeting to formally create the corporation. At this meeting, the by-laws should be adopted, the Directors should be elected, and all other relevant business should be conducted.
The following actions are prudent at the Organizational Meeting by the Board of Directors Resolution:
* Authorize S-Corp status, if applicable,
* Adopt a form for the minutes of the Board meeting,
* Adopt By-laws,
* Adopt shareholder agreements, if any,
* Elect Directors and Officers,
* Designate Chairpersons and member of committees,
* Delegate any duties or Directors that will be handled by officers or employees of the Corporation,
* Authorize the application of Federal IRS tax exempt status,
* Authorize the application of New York State Sales Tax,
* Authorize the application to United States Postal Service for Third Class Bulk Mailing Rates,
* Adopt any assumed names and logos, if necessary,
* Authorize a corporate back account,
* Authorize the payment of organizing expenses and filing fees,
* Authorize the establishment of a ledger and appropriate corporate records,
* Adopt a fiscal year for the corporation, and,
* Authorize a mileage reimbursement rate at the current year IRS rates.
Ten Steps to Incorporate a Not-for-Profit Corporation in New York State
Step 1
Determine your broad charitable purpose. (Be sure it qualifies for not for profit status.)
Step 2
Gather your founding group of charitable members. These people should support the charitable purpose, however, additionally your goal is to assemble a group of individuals with diverse qualities and resources to aid in the mission and charitable purpose. You’ll need leaders, workers, financial people, and fundraising people to name just a few.
Step 3
Draft a Mission Statement to state your charitable purpose. This will be used by the founding group of individuals as objectives toward which the group may direct its collective energies. What do you intend to accomplish?
Step 4
Identify potential funding sources and to determine the availability of funds to conduct the Mission Statement of the organization.
Step 5
Obtain some “startup finances” which will serve to enable your organization to obtain some professional services. You will need legal and accounting services to get officially created and file for 501(c) not-for-profit status. The cost will likely range between $500 and $3,000 for this initial work unless the services are donated.
Step 6
Create a list of interested individuals from within your founding group who are interested in becoming the initial Board of Directors of the new Not-for-Profit Corporation. The minimum number is three (3) individuals and their names, addresses and telephone numbers must be collected for the incorporation filing paperwork.
Step 7
Incorporate the founding group into a New York Not-for-Profit Corporation. Professional legal assistance from our office includes the following:
- Selection and Reservation of a Corporate Name (optional)
A ranked list of names should be created in order of preference Each entry must include the work “corporation,” “incorporated” or “limited,” unless it is being organized for a religious purpose of daycare centers and clinics. The name cannot be: Similar, meaning it must be differentiated by words not mere numbers or letters, to any existing corporate entity without the permission of said entity, or imply that the corporation is a government entity, or imply that the corporation is a government entity, or be indecent or obscene, or contain a form of the word designating any licensed professional in New York State, or contain the word or synonyms of “museum” or “school.” - Draft a Certificate of Incorporation
Mandatory Requirements: Generally we require the following minimum information to appear in every articles of incorporation:
a. The name of the corporation;
b. Its duration;
c. Its purpose or purposes;
d. The securities it is authorized to issue;
e. The name of its registered agent and the address of its registered office;
f. The names and addresses of its initial board of directors;
g. The name and address of the incorporator or incorporators.
- Obtaining Approval of the Corporation, if necessary
- File the Certificate of Incorporation with the Division of Corporations of the New York State Department of State.
- The filing fee is seventy-five dollars ($75) plus ten dollars ($10) for a Certified Copy of the Certificate. If special handling service is requested for 2 hour or 24 hour expedited processing, the fee is an additional twenty-five to one-hundred fifty dollars ($25 to $150) depending on the type of expedited service requested.
- After the filing has been accepted a receipt of a Proof of filing Receipt will be sent to the incorporator. This can be expected in about six weeks if handled regularly or seven to ten days if the special handling procedures are requested. The incorporation of the corporation becomes effective on the filing date appearing on the receipt.
- The Certificate is conclusive and presumptive evidence that the conditions incident to the formation of a corporation have been properly fulfilled.
- Obtain a corporate binder for official corporate record keeping.
- Assist with preparing corporate stock certificates and subscription agreements.
- Provide or assist with filing standard tax election documents with the IRS.
- Prepare waivers of notices or consents to actions without formal meetings.
- Assist with holding and preparing the Organizational Meeting.
Step 8
Draft an initial set of Corporate By-laws which will serve as the procedure that the Board of Directors and the Shareholders of the Corporation utilize to make decisions on behalf of the Corporation.
Step 9
Hold the Organizational Meeting.
The Incorporator must hold the Organizational Meeting to formally create the nonprofit corporation. At this meeting the by-laws should be adopted, the Directors should be elected, and all other relevant business should be conducted.
The following action are prudent at the Organizational Meeting by the Board of Directors Resolution:
- Adopt a form for the minutes of the Board meeting,
- Adopt By-laws,
- Elect Directors and Officers,
- Authorize the application of Federal IRS tax exempt status,
- Authorize the application of New York State Sales Tax,
- Authorize the application to United States Postal Service for Third Class Bulk Mailing Rates,
- Authorize a corporate back account,
- Authorize any assumed names (dba’s) and logos,
- Authorize the payment of organizing expenses and filing fees,
- Authorize the establishment of a ledger and appropriate corporate records,
- Adopt a fiscal year for the corporation,
- Designate Chairpersons and member of committees,
- Delegate any duties or Directors that will be handled by officers or employees of the Corporation,
- Authorize a mileage reimbursement rate at the current year IRS rates,
- Authorize acceptance of property being donated to the organization,
- Authorize any assumed names (dba’s) and logos, and
- Authorize any expenditures necessary for any paid employees, if necessary.
Step 10
Begin your charitable work!
* The following costs are provided for reference only. Please contact our office for a fee quote for your situation.
S Corporation or C Corporation Costs and Filing Fees
Retainer : $1,300
Legal Fees: $995
Includes:
- 2 hours consultation (1-2 meetings)
- Organizational Meeting and Formal Execution of all paperwork (1 meeting)
- Preparation of Certificate of Incorporation pursuant to Section 402 of the Business Corporation Law
- Filing of Certificate of Incorporation with Department of State
- Name Search with Department of State
- Preparation of Bylaws
- Filing of Notices of Publication with Department of State
- Request to Obtain Certified Copy from Department of State
- Obtaining of Tax I.D. Number from IRS
- Obtaining corporate seal and providing corporate binder
- File subchapter S election, if desired
- Ancillary Documents and Services
Disbursements for a Corporation
- Filing of Certificate of Incorporation - $125
- Section 180 taxes on shares - TBD
- Certified Copy of Certificate - $10
- Postage and Expediting Service (24 hour) - $40
- Corporate kit and seal - $75
- Total - $375
Disbursements are approximate and may vary slightly
LLC Costs and Filing Fees
Retainer : $1,600
Legal Fees: $995
Includes:
- 2 hours consultation (1-2 meetings)
- Organizational Meeting and Formal Execution of all paperwork (1 meeting)
- Preparation of Articles of Organization under Section 203 of LLC Law
- Preparation of Publication Notices
- Publishing of Notices Plus Affidavits of Publication
- Filing of Articles of Organization with Department of State
- Name Search with Department of State
- Preparation of Written Operating Agreement
- Filing of Notices of Publication with Department of State
- Request to Obtain Certified Copy from Department of State
- Obtaining of Tax I.D. Number from IRS
- Obtaining corporate seal and providing corporate binder
- Ancillary Documents and Services
Disbursements for an LLC
- Filing of Articles of Organization - $200
- Filing of Affidavit of Publication - $25
- Filing of Affidavit of Publication - $25
- Certified Copy - $10
- Postage and Expediting Service (24 hour) - $40
- Corporate kit and seal - $75
- Total - $375
- First Publication - $125
- Second Publication - $90 to 100
Disbursements are approximate and may vary slightly