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New York
Corporate Name Endings
- The name must
contain the word "Corporation," "Incorporated," "Limited," or an abbreviation
thereof. The name may not be the same as, or so similar or confusing
to, that of any domestic or authorized foreign corporation or reserved
name. The name may not contain any word or phrase indicating the corporation
is formed for any purpose other than the purpose for which the corporation
may be and is formed. The use of certain enumerated words and abbreviations
including banking, insurance, and various professions is prohibited
or restricted.
Corporation Requirements
- Director Information
- Minimum Number
- Not less than three, unless there are only one or two shareholders
of record; then the number of directors may be less than three but
not less than the number of shareholders.
- Residence Requirements - No provision.
- Age Requirements
- Directors must be a natural person at least 18 years of age.
- Directors are
not required to be listed in the articles of incorporation.
- Officer Information
- Officers are
not required to be listed in the articles of incorporation.
- Stock Information
- An increase
in shares may cause an increase in initial filing fees.
- Corporation Records
- The stock transfer
ledger must be kept in the principal corporate office.
Taxes and Fees
- Annual Statements
- Each domestic
and foreign corporation authorized to do business in New York must
file a Biennial Statement of directors including their addresses.
The applicable filing period for a corporation is the calendar month
during which its original certificate of incorporation or application
for authority was filed (or the effective date thereof). A $9 filing
fee must accompany each statement.
- Franchise Tax Rate - Based on two Factors
- First, the tax is based on the highest of:
- 8% of net income
- 0.178% of capital (not to exceed $350,000) 2.5% of minimum taxable
income or a fixed dollar minimum tax ($1,500 maximum)
- Second, a subsidiary
tax of 0.9 mill per $1 of subsidiary capital is added.
- New York has
a special lower graduated tax rate for qualified small businesses.
To qualify, your business cannot have net income greater than $290,000
or capital or paid-in surplus of more than $1 million. The amount
of tax imposed will be 7.5% of net income at or below $200,000;
8% of net income between $200,000 and $250,000; and 2.5% of the
net income base that exceeds $250,000.
- S Corporation
- S Corporation
status is recognized by the State of New York; however, New York
imposes a franchise tax on S Corporations. A separate state election
from the federal election is required.
Click here to print the state S Corporation election.
- License Requirements
- New York requires
that you obtain a license and pay a fee if operating certain types
of businesses in the state. Please check with the state to make
sure your business is complying with the license requirements for
your particular profession.
For more information on taxes, visit
http://www.tax.state.ny.us/.
LLC Publication Requirement
In New York, all LLCs
formed or foreign qualified there are required to publish a notice of
formation for six consecutive weeks in assigned newspapers. This requirement
does not affect the good standing status of the LLC; however, an LLC is
required to complete this requirement in order to have access to the New
York State court system. The publication is made at the county level in
two newspapers as assigned by the local county recorder. The cost of this
requirement varies greatly based upon the county where the business is
located. In New York County, the publication costs will be higher than
in the rest of the state. The reason we do not perform
the publication requirement in New York is because of the great difference
in price from county to county. To comply with this requirement, please
contact your local county recorder's office and they will assign the newspapers.
The county recorder's phone number is located in the blue pages of your
local phone book. A court in New York declared the publication requirement
to be unconstitutional in November of 2001; however, this case is currently
under appeal. Until a decision is made in the appeal, the New York LLC
publication requirement remains in effect.
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