How to Form a Corporation in New York State: A Complete Step-by-Step Guide (2026)

Forming a corporation in New York State is a more involved process than forming an LLC, but for the right business — particularly one planning to raise outside investment, issue stock options to employees, or eventually go public — it is the right structure. New York corporations are governed by the Business Corporation Law (BCL), a mature and well-developed body of law that provides clear rules for governance, shareholder rights, and management.

This guide walks you through every step of the process, with current fees, deadlines, and the details that matter.

Before You Start: Is a Corporation Right for You?

New York recognizes several business structures: sole proprietorships, general partnerships, limited partnerships, LLCs, and corporations. Each has different implications for liability, taxation, and management.

A corporation is typically the right choice if you plan to raise venture capital or angel investment (most institutional investors require a C-corporation), want to issue stock options to employees through a formal equity plan, are building a business that may eventually go public or be acquired by a public company, or need to issue multiple classes of stock with different rights for different shareholders.

For most small businesses, freelancers, consultants, and real estate investors in New York, an LLC is the simpler and more cost-effective choice. The corporation makes sense when your business is on a growth track that requires formal equity structures. If you are unsure, consult with a CPA or attorney before filing — the choice has real and lasting tax consequences.

Comparing your options? See our entity type comparison guide for a full side-by-side breakdown of all New York business structures and a decision framework to help you choose.

Note: A Certificate of Incorporation has legal effect and creates enforceable rights and responsibilities. The New York Department of State recommends that a lawyer guide its preparation. While you are not legally required to use an attorney, corporate formation is more complex than LLC formation, and legal advice is worth the investment for most businesses.

How a Corporation Differs From an LLC in New York

Before walking through the formation steps, it is worth understanding the key practical differences between a New York corporation and an LLC.

No publication requirement. Unlike LLCs, corporations in New York are not subject to the newspaper publication requirement under Section 206 of the LLC Law. This is a meaningful cost difference — LLC owners in high-cost counties can pay $1,500 or more for publication. Corporation owners pay nothing for this step.

Lower filing fee. The Certificate of Incorporation costs $125, compared to $200 for LLC Articles of Organization.

More formal governance required. A corporation must have a board of directors, adopt bylaws, hold an organizational meeting, and maintain formal corporate records including minutes of meetings. An LLC can be managed informally by its members with only an Operating Agreement required.

Corporate franchise tax applies. All New York corporations are subject to the New York State corporate franchise tax under Article 9-A of the Tax Law, even if inactive. LLCs are not subject to this tax unless they elect to be taxed as a corporation.

Automatic tax account creation. When you file a Certificate of Incorporation, the Department of State automatically notifies the Department of Taxation and Finance, which creates a New York Corporation Tax Account and mails you Form CT-198. You must follow up to provide your federal EIN.

Step 1: Choose and Check Your Corporation Name

Your corporation name must meet several requirements under New York's Business Corporation Law:

Required designation: The name must contain the word "Incorporated," "Corporation," or "Limited," or an abbreviation: "Inc.," "Corp.," or "Ltd." The designation must appear at the end of the name — "Corp. Hudson Valley Consulting" is not valid; "Hudson Valley Consulting Corp." is.

Distinguishability: Your name must be distinguishable from all other corporations, LLCs, and limited partnerships already on file with the New York Department of State. This does not mean the names must be completely different — just that there is some meaningful distinction between them.

Restricted words: Certain words are prohibited or restricted under Section 301 of the BCL. Words like "Bank," "Insurance," "Trust," "University," or "Attorney" require additional approvals from other state agencies before you can use them in your corporate name.

Check If Your Name Is Available

Before you fall in love with a name, confirm it isn't already taken. Search the New York Department of State's records instantly using the tool below.

Optional: Reserve your name. If you find an available name but aren't ready to file immediately, you can reserve it for 60 days by filing a name reservation request with the Department of State for a $20 fee. This prevents anyone else from registering the same name while you prepare your documents.

Below is a sponsored link for LegalZoom — we earn a commission if you sign up through this link. That said, I personally know people who've had a great experience with LegalZoom, so they're a strong option if you'd rather have help forming your corporation.

Sponsored

Step 2: Designate Your Registered Agent

Every New York corporation must designate the New York Secretary of State as its agent for service of process. This is automatic and mandatory — unlike some states, you cannot opt out.

Forwarding address. You must provide a mailing address — within or outside New York State — to which the Secretary of State will forward any legal process served on the corporation. This address becomes part of the public record.

Optional additional registered agent. You may also appoint a separate registered agent — an individual with a New York street address or a commercial registered agent company — to receive process on behalf of the corporation. Commercial services typically charge $100–$300 per year and are useful if you want to keep your personal address out of public records.

Step 3: Determine Your Stock Structure

Every New York corporation must authorize at least one class of shares in its Certificate of Incorporation. This is one of the more consequential decisions in the formation process and is worth discussing with an attorney or accountant before filing.

What you must decide:

• The total number of shares the corporation is authorized to issue
• Whether those shares have a par value or are without par value
• If you want multiple classes of shares (common and preferred), the rights and preferences of each class

Par value vs. no par value. Par value is a nominal minimum price per share assigned in the certificate. Shares without par value can be issued at any price the board determines. For most small businesses and startups, shares without par value — or shares with a nominal par value like $0.0001 — are the norm. The Department of State's standard form authorizes 200 shares with no par value, which is sufficient for simple structures.

Why this matters. Your authorized share structure affects how you can issue stock, bring in investors, and create equity compensation plans. Venture-backed startups typically authorize a large number of shares — often 10 million or more — with multiple classes (common shares for founders and employees, preferred shares for investors). A simple small business may need only a handful of shares. Getting this right at formation is far easier than amending later.

New York filing fee note. Unlike Delaware, New York does not charge a fee based on the number of authorized shares. The $125 filing fee is flat regardless of your share structure.

Step 4: File Your Certificate of Incorporation

The Certificate of Incorporation is the official document that creates your corporation in the eyes of New York State. You file this with the New York Department of State, Division of Corporations.

What you need to include (under Section 402 of the Business Corporation Law):

• The name of the corporation, including the required designation
• The county in New York State where the corporation's office will be located
• The purpose of the corporation (a general all-purpose clause is acceptable for most businesses)
• The number of authorized shares and whether they have par value
• The designation of the Secretary of State as agent for service of process, and the mailing address for forwarding process
• The name and address of each incorporator

Filing fee: $125 (non-refundable)

How to file:

• Online: Through the NY DOS Business Express portal at businessexpress.ny.gov. You will receive an email filing acknowledgment with your filing receipt attached as a PDF immediately upon submission.

• By mail: Send the completed Certificate of Incorporation with a check or money order for $125 to: New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

Expedited processing: If you need faster turnaround on a mail filing, you can pay an additional fee: $25 for 24-hour processing, $75 for same-day processing, or $150 for 2-hour processing. Online filings are processed immediately.

Important: The Department of State does not issue duplicate filing receipts. Save your receipt — it is your proof that the corporation exists.

Step 5: Hold Your Organizational Meeting

After the Certificate of Incorporation is filed, the incorporator or incorporators must hold an organizational meeting. This is required under Section 404 of the Business Corporation Law and must occur before the corporation begins normal operations.

What happens at the organizational meeting:

• Adopt the initial bylaws. Bylaws are the internal governing rules of the corporation — not filed with the state, but legally required under Section 601 of the BCL. They govern how meetings are called, how directors are elected, officer roles and authority, and voting requirements.

• Elect the initial board of directors (if directors were not named in the Certificate of Incorporation).

• Elect officers. At minimum: a president (or CEO), a secretary, and a treasurer (or CFO). One person can hold multiple officer positions.

• Issue the initial shares of stock to the founders and initial shareholders.

• Adopt any other resolutions necessary to begin business — opening a bank account, authorizing specific contracts, etc.

Keep minutes. The minutes of the organizational meeting should be recorded and kept with the corporation's books and records. This is not filed with the state, but it is part of the corporate record you are legally required to maintain under the BCL.

Below is a sponsored link for LegalZoom — we earn a commission if you sign up through this link. That said, I personally know people who've had a great experience with LegalZoom, so they're a strong option if you'd rather have help forming your corporation.

Sponsored

Step 6: Obtain an Employer Identification Number (EIN)

An EIN (also called a Federal Tax ID Number) is issued by the IRS and functions like a Social Security number for your business. Every corporation needs one.

How to get one: Apply directly at irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online. It is free and takes about 15 minutes. You receive your EIN immediately upon completing the online application.

Why you need it now: You will need your EIN to open a corporate bank account, set up payroll if you have employees, file your federal and state tax returns, and complete the New York Corporation Tax Account setup with the Department of Taxation and Finance.

Step 7: Follow Up on Your New York Corporation Tax Account

When the Department of State files your Certificate of Incorporation, it automatically notifies the Department of Taxation and Finance. The Tax Department creates a New York Corporation Tax Account and mails you Form CT-198, which contains your temporary "TF" identification number.

You must contact the Tax Department to provide your federal EIN. Until you do, your corporation tax account is not fully set up. The Tax Department can be reached at (518) 457-2961 or through tax.ny.gov. This step is easy to overlook — complete it promptly to avoid issues when you file your first franchise tax return.

Step 8: Understand Your Ongoing Obligations

Forming the corporation is just the beginning. New York imposes several ongoing requirements that you must meet to keep your corporation in good standing.

Biennial Statement (Every Two Years)

Every New York corporation must file a Biennial Statement with the Department of State every two years, during the calendar month in which the corporation was originally incorporated.

Fee: $9

How to file: Online through the Department of State's e-Statement Filing System at dos.ny.gov.

What it requires: For corporations, the biennial statement requires more than for LLCs — the name and business address of the chief executive officer, the address of the principal executive office, and the number of directors on the board including how many are women.

Consequence of not filing: Failure to file will result in the Department of State marking your corporation as past due, blocking your ability to obtain a Certificate of Good Standing and potentially interfering with financing, real estate closings, and business licenses.

See our full guide to the New York Biennial Statement →

New York Corporate Franchise Tax

All domestic New York corporations are subject to the corporate franchise tax under Article 9-A of the Tax Law, filed annually using Form CT-3. This applies even to corporations that are inactive or operating at a loss. The tax is calculated as the greatest of the business income base, the capital base, or the fixed dollar minimum.

The fixed dollar minimum is based on New York receipts and ranges from $25 (under $100,000 in receipts) to $200,000 (over $250 million in receipts). For most small businesses, the fixed dollar minimum is the relevant figure.

Calendar-year filers must file by April 15. If your corporation expects to owe more than $1,000 in franchise tax after credits, quarterly estimated tax payments are required using Form CT-400.

S-Corporation Election

A New York C-corporation can elect to be treated as an S-corporation for tax purposes by filing IRS Form 2553 (federal election) and Form CT-6 (New York State election). This eliminates federal-level double taxation and can reduce self-employment taxes for owner-operators. The federal election must be filed within 75 days of incorporation to be effective for the current year — if you are considering this, act immediately after formation.

Note that New York does not fully conform to the federal S-corporation election: New York S-corporations remain subject to the corporate franchise tax, though typically only at the fixed dollar minimum. Consult a CPA before making this election.

Business Licenses and Permits

Forming the corporation with New York State does not, by itself, authorize you to operate any particular type of business. Depending on your industry and location, you may also need:

• A sales tax certificate of authority (if selling taxable goods or services) from the NY Department of Taxation and Finance
• Professional licenses (for contractors, health professionals, attorneys, accountants, and others regulated by the state)
• Local business licenses or permits from your city or county
• A Certificate of Assumed Name (DBA) if you plan to do business under a name other than the corporation's legal name ($25 filing fee)

Complete Fee Summary

Mandatory Fees

Realistic mandatory first-year total: $125–$500+, depending on your New York receipts and franchise tax liability. Note that the absence of a publication requirement makes corporation formation significantly cheaper upfront than LLC formation, especially in high-cost counties.

Optional and Situational Fees

Frequently Asked Questions

How long does it take to form a corporation in New York? Online filings through the Business Express portal are processed immediately — you receive email confirmation and your filing receipt within minutes. Unlike LLCs, there is no publication requirement, so full compliance is achievable on the day of filing. Budget additional time for your organizational meeting, EIN application, and tax account setup.

Do New York corporations have a publication requirement like LLCs? No. This is one of the most significant practical advantages of the corporation over the LLC for New York businesses in high-cost counties. Corporations are not subject to Section 206 of the LLC Law and have no newspaper publication obligation.

Can I form my corporation in Delaware instead of New York? Delaware is popular for venture-backed startups due to its investor-friendly corporate law and Court of Chancery. However, if you operate primarily in New York, you will need to register as a foreign corporation in New York regardless — paying New York's registration fees and complying with all of New York's ongoing requirements. You end up paying and filing in two states. Delaware makes sense if you are specifically planning to raise institutional venture capital. For most other businesses, New York is the right choice.

Do I need a lawyer to form a corporation in New York? You are not legally required to hire a lawyer. However, the Department of State itself recommends that a lawyer guide the preparation of the Certificate of Incorporation. Corporate formation is more complex than LLC formation — particularly the stock structure decision, bylaw drafting, and organizational meeting resolutions. For a business with multiple shareholders, investor relationships, or complex equity arrangements, an attorney is money well spent.

Can one person form and own a corporation in New York? Yes. A single individual can be the sole incorporator, sole director, sole officer, and sole shareholder. One person can hold multiple officer titles simultaneously.

What is the difference between authorized shares and issued shares? Authorized shares are the maximum number the corporation may issue, as stated in the Certificate of Incorporation. Issued shares are the shares actually distributed to shareholders. A corporation might authorize 1,000,000 shares but only issue 100,000 to its founders at formation, preserving the rest for future investors or employees.

What is the difference between a corporation and a Professional Corporation (PC)? A Professional Corporation (PC) is a special type of corporation for licensed professionals — attorneys, physicians, architects, engineers, and others regulated by the state. The formation process is similar but requires additional approval from the relevant professional licensing board. The PC is the corporate equivalent of the PLLC for LLC filers.

More Resources

• LLC vs. Corporation vs. Partnership — Side-by-side comparison of New York entity types
• NY Biennial Statement — The every-two-years filing required to keep your corporation in good standing
• How to Form an LLC in New York State — The LLC alternative for businesses not raising venture capital
• Search New York Entity Names — Look up any business, LLC, or corporation filed with the Department of State

This guide is for informational purposes only and does not constitute legal or tax advice. Corporate laws and fees are subject to change. The Department of State recommends consulting a lawyer before filing a Certificate of Incorporation. Verify current requirements at dos.ny.gov and tax.ny.gov before filing.