New York - Company Incorporation

When incorporating in New York, we not only file your articles of incorporation with the New York Secretary of State, but we also prepare customised bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customised services for your New York corporation.

Corporate Name

Choosing a business name is one of the first steps in the process of incorporating your New York Corporation. The name that you choose:

• Must be distinguishable from any other registered New York corporation and any reserved names on record, subject to certain exceptions under state law.
• Shall not contain any words which will tend to mislead the public into believing that the corporation is a government agency or a public corporation.
• Shall not contain any word which is indecent or obscene, or which ridicules or degrades any person, group or belief.

In addition, the name must contain one of (or an abbreviation of) the following words:

• Incorporated.
• Corporation.
• Limited.

Certificate of Incorporation

When incorporating in New York, a certificate of incorporation must be and filed with the New York Department of State. The New York Business Corporation Law requires that certain information be included in the certificate of incorporation. The following is a summary of those requirements:

• Minimum Number of Incorporators – One or more.
• Eligibility Requirements – the incorporator must be an individual at least 18 years old.
• Duties – Signing and delivering the certificate of incorporation to the Department of State for filing. The corporation's bylaws must also be adopted by its incorporator(s).
• Listing Requirements - The name and address of each incorporator must be listed.

Director Information

• Minimum Number of Directors – One or more.
• Eligibility Requirements – A director must be at least 18 years old. The certificate of incorporation or bylaws may prescribe additional qualifications for directors.
• Listing Requirements – Not required in the certificate.

Stock Information

The certificate must state:

• The aggregate number of shares that the corporation is authorised to issue.
• The par value of each share (or a statement that there is no par value) or, of applicable, the number of shares and par value of each class of shares and series along with their designations, a statement of their relative rights, preferences and limitations.
• A statement describing the authority vested in the board of directors to establish, designate and make changes between series, if any.

• The county within the state in which the office of the corporation is to be located.
• A designation of the secretary of state as an agent for receiving any service of process on the company incorporating in New York, and the post office address to which the secretary of state will mail a copy of any process against it served upon him.
• The name and address, if any, of the corporation's registered agent upon whom process may be served, and a statement of the agent's designation.
• The duration of the company, if not perpetual.

Bylaws

The incorporator(s) must adopt initial bylaws for the corporation. Thereafter, bylaws may be adopted, amended or repealed by the board of directors if authorised by the certificate or by the shareholders.

Officer Information

Officers may be appointed or elected by the board in compliance with the bylaws, or elected by shareholders in compliance with the certificate of incorporation. Any officer may hold more than one office in the corporation. One person may hold all or any combination of offices when all of the issued and outstanding stock of the corporation is owned by this same person. The board may require any officer to give security for the faithful performance of his or her duties.

Registered Agent

New York requires the Secretary of State to be designated as the agent who will receive service of process on behalf of the corporation. In addition, a New York corporation may designate a registered agent upon whom process may be served.

Biennial Report

A report must be filed with the New York Secretary of State during the calendar month in which the corporation's original certificate or application for authority was filed. This report must be current as of date of the statement and must indicate:

• The name and business address of its chief executive officer.
• The street address of the corporation's principal executive office.
• The post office address within or without the state to which the secretary of state may mail a copy of any process served against it.