How to Start a Corporation in New York

Incorporating a business in New York creates a separate legal entity that shields your personal assets from business liability. The process is straightforward and affordable, taking as little as one business day to complete. This guide walks you through each step, the exact costs, and what comes after incorporation.

Why Choose a Corporation Structure in New York

A corporation is a distinct legal entity owned by shareholders. It offers limited liability protection, meaning your personal assets stay separate from business debts and lawsuits. Corporations can raise capital more easily than sole proprietorships or partnerships, and they provide tax flexibility: you can elect to be taxed as a corporation or pass through income to owners.

This differs from an LLC, which also provides liability protection but typically has simpler compliance requirements and lower annual fees. The choice depends on your growth plans, funding needs, and tolerance for paperwork.

What You'll Need Before Filing

Gather these items before you start the incorporation process:

• A business name that includes the word Corporation, Incorporated, Company, or an abbreviation (Corp., Inc., Co.). The name must be distinguishable from every other corporation, LLC, and limited partnership already registered with the New York Department of State.
• Proof the name is available. Search the Department of State business database at https://apps.dos.ny.gov/publicInquiry/ to confirm no one else is using your intended name.
• Your principal office address inside or outside New York. This is where your corporation will conduct business and keep records.
• The name and address of at least one director. Corporations must have at least one director; there is no upper limit. Directors manage the corporation and elect officers.
• A mailing address for service of process. This is where the Secretary of State forwards legal documents. It can be the same as your principal office or a different address in or outside New York.
• An email address for your filing receipt. The Department of State will send your approval notice by email.

Step-by-Step Instructions

Step 1: Reserve Your Corporate Name (Optional)

If you want to secure your name before filing the full incorporation, you can reserve it for $20. This holds the name for 60 days, extendable twice for $20 each time. File a Name Reservation Application with the Department of State at https://dos.ny.gov/application-reservation-name-domestic-and-foreign-limited-liability-companies. This step is optional but recommended if you are still finalizing your business plan or need time to prepare your full filing.

Step 2: Search the Business Database

Go to https://apps.dos.ny.gov/publicInquiry/ and search for your intended business name. The search checks all corporations, LLCs, and limited partnerships on file. If the name is available, write it down exactly as you plan to file it. If it is taken, choose an alternative and search again. A name is distinguishable if it differs in more than just punctuation, abbreviations, or word order.

Step 3: Complete Form DOS-1239

Download the Certificate of Incorporation (Form DOS-1239) from the Department of State website at https://dos.ny.gov/ or file online through New York Business Express. The form requires:

• Your corporation's exact name as it will appear on file
• The county where your principal office is located
• The name and address of your incorporator (usually the founder or attorney)
• The name and address of at least one director
• A mailing address for service of process
• The signature of the incorporator

The form is typically two pages. Read it carefully to ensure all information is correct before signing. Errors require an amendment filed later, which creates delays.

Step 4: File Online Through Business Express (Recommended)

File your Certificate of Incorporation through New York Business Express, the Department of State's online filing system at https://www.businessexpress.ny.gov/. This is the fastest and most reliable method.

To file online, you will need: your form completed on your computer, an email address to receive your filing receipt, and your credit card for payment. Log in to Business Express, select "File a Corporation Certificate of Incorporation," upload your PDF or complete the online form, review the information, and submit. The filing fee is $125, paid by credit card.

If you prefer to file by mail, send a printed, signed copy of Form DOS-1239 to the Department of State, Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Include a check for $125 payable to the New York Department of State. Mailed filings take longer to process, typically 1 to 2 weeks compared to same-day online approval.

Step 5: Pay the Filing Fee

The New York incorporation filing fee is $125, paid at the time you file. This is a one-time cost to create your corporation. You will pay additional fees later for annual reporting and any optional expedited processing, but the $125 fee gets your corporation officially formed and on the register.

Step 6: Receive Your Filing Receipt and Certificate

If you file online, you will receive an email receipt the same business day, usually within a few hours. This receipt confirms your filing has been accepted. The certificate itself arrives by mail within 1 to 2 weeks. Keep your receipt and certificate in a safe place; you will need them to open a bank account, apply for an EIN, and prove your corporation exists.

If you are in a hurry, expedited processing is available for an additional fee: $25 for a 24-hour turnaround, $75 for same-day processing, or $150 for processing within 2 hours. These fees are on top of the $125 filing fee and apply per document.

What Happens After Your Corporation Is Formed

Hold Your First Board Meeting

Within 30 days of incorporation, hold a meeting of your board of directors. At this meeting, adopt bylaws (your internal operating rules), elect officers (president, treasurer, secretary, etc.), authorize a corporate bank account, and discuss your business plan. Record the meeting in written minutes and keep them with your corporate records.

Obtain an EIN

An Employer Identification Number (EIN) is a federal tax ID issued by the IRS. Most corporations need one to open a business bank account, hire employees, and file tax returns. Apply for free at https://www.irs.gov/ein or by mail. The process takes a few minutes online and your EIN is issued immediately.

Register for New York State Taxes

Corporations must register with the New York Department of Taxation and Finance. Depending on your business, you may need a Sales Tax Certificate of Authority if you will sell taxable goods or services. Register online at https://www.tax.ny.gov/bus/st/register.htm. There is no fee to register for sales tax. Corporations also file annual Article 9-A corporate franchise tax returns, with a base rate of 6.5% on net income for general businesses.

Open a Business Bank Account

Bring your Certificate of Incorporation, EIN letter, and ID to a bank and open an account in your corporation's name. This separates personal and business finances, which is essential for liability protection and bookkeeping. Most banks charge a small monthly fee for business checking, typically $15 to $35.

File Your Biennial Statement

New York requires corporations to file a Biennial Statement every two years during the calendar month in which you originally filed your Certificate of Incorporation. This statement lists your chief executive officer, principal office address, and service of process address. The fee is $9 per filing. File online through the e-Statement Filing Service at https://www.businessexpress.ny.gov/. Failure to file results in penalties and loss of good standing.

Timeline and Costs

Step	Cost	Timeline
Name reservation (optional)	$20	Instant, valid 60 days
Certificate of Incorporation filing	$125	Same day to 1 week (depending on method)
Expedited processing (optional)	$25 to $150	2 hours to 24 hours
EIN (federal)	Free	Instant (online)
Sales tax registration (if needed)	Free	Instant (online)
Business bank account setup	Varies by bank	1 to 3 days
Biennial Statement (every 2 years)	$9	Annual filing online

Common Mistakes to Avoid

• Choosing a name that is not distinguishable. Even minor differences matter. Search thoroughly before filing. If your name is rejected, amend your filing and resubmit, causing delays and added costs.
• Filing with incomplete information. Missing the director's name or service address will cause the Department of State to reject your filing. Check Form DOS-1239 twice before submitting.
• Forgetting to file your biennial statement. Missing the deadline removes your corporation from good standing and can result in penalties. Set a reminder two months before your filing due date each time.
• Mixing personal and business funds. Deposit all business income into your business bank account and pay all business expenses from it. Mixing funds weakens your liability protection and complicates tax filings.
• Not creating bylaws or holding a board meeting. These steps formalize your corporate structure and protect you in disputes. They are not optional just because you are the sole owner.
• Assuming you do not need a registered agent. New York does not require a private registered agent; the Secretary of State serves automatically. However, you must still file a service of process address where the Secretary of State will send documents intended for your corporation. A residential address works, but many owners use a business address or virtual office for privacy.

State-Specific Notes

Restricted words. New York law restricts or prohibits certain words in corporation names, such as Bank, Insurance, or University. If your name includes a restricted word, you may need written approval from another state agency before filing. Check your industry's requirements on the Department of State website before settling on a name.

No statewide general business license required. Unlike some states, New York does not issue a general statewide business license to all corporations. However, your industry may require specific licenses or permits. Use the Business Wizard on New York Business Express to find which licenses apply to your business.

Franchise tax. Corporations are subject to Article 9-A corporate franchise tax, with a minimum tax of $25 per year. The rate is 6.5% of net income for most businesses. Qualified manufacturers and emerging technology companies may qualify for lower rates. File your annual franchise tax return by the 15th day of the third month after your tax year ends, typically March 15 if your year ends December 31.

When to Consult a Professional

While incorporation itself is straightforward, an attorney can help if you are uncertain about your structure, need customized bylaws, are bringing in investors, or expect significant liability exposure. A CPA can advise on tax elections and bookkeeping from day one. Legal and tax advice is especially valuable for industries with additional regulatory requirements.

Disclaimer: This article is informational only and does not constitute legal or tax advice. Incorporation and tax laws are complex and vary by situation. Consult a licensed attorney and CPA before filing to ensure your structure and compliance plan are appropriate for your specific circumstances.

Resources

• New York Department of State: https://dos.ny.gov/
• New York Business Express (filing portal): https://www.businessexpress.ny.gov/
• Business name search: https://apps.dos.ny.gov/publicInquiry/
• Tax registration: https://www.tax.ny.gov/
• IRS EIN application: https://www.irs.gov/ein
• New York Small Business Development Centers: https://nysbdc.org/
• SBA New York Metro District: https://www.sba.gov/district/metro-new-york