--- title: "How to Form a Corporation in New York: Steps, Fees & Filing 2026 | LLC Attorney" description: "A New York corporation files a $125 Certificate of Incorporation, needs 1 director, and owes an Article 9-A franchise tax with a fixed-dollar minimum." canonical: https://llcattorney.com/states/ny/corporation-formation-new-york image: https://llcattorney.com/images/share-cover.png source_path: /states/ny/corporation-formation-new-york --- Key Takeaways - $125 Certificate of Incorporation filing fee (DOS-1239-f) paid to the New York Department of State, Division of Corporations - Minimum 1 director required (BCL § 702) - Biennial Statement (Biennial Statement (DOS-1266)) due within during the calendar month of the incorporation anniversary, every second year, $9 fee; loss of good standing; the corporation is marked past due until it files late penalty - Article 9-A franchise tax: pay the greater of the 6.5% business income base, the capital base, or a fixed-dollar minimum ($25 to $200,000 by New York receipts) on Form CT-3 — plus NYC General Corporation Tax if you operate in the city - Registered Agent with a physical New York street address required - No newspaper publication requirement for corporations — New York's publication rule applies to LLCs, not to business corporations - S-Corp election available via IRS Form 2553 within 75 days of formation; New York requires a separate CT-6 election and still imposes the fixed-dollar minimum tax - Same-day filing available through LLC Attorney at no markup on state fees Forming a corporation in New York means filing a Certificate of Incorporation with the New York Department of State, Division of Corporations, paying the $125 filing fee, naming at least one director (BCL § 702), and then meeting New York's ongoing obligations — a Biennial Statement every two years and the Article 9-A franchise tax, which you pay as the greater of a 6.5% income base, a capital base, or a fixed-dollar minimum tied to your New York receipts. Unlike a New York LLC, a corporation has no newspaper publication requirement. This guide walks through every step and cost of forming a New York C-Corporation, with expedited filing available through LLC Attorney starting at $49. $125Certificate of Incorporation filing fee 1Minimum directors (BCL § 702) $25+Article 9-A fixed-dollar minimum franchise tax $49LLC Attorney formation starting price ## C-Corp vs LLC in New York Most first-time business owners in New York reach for an LLC, but the corporation has one quiet advantage in this state: it skips the newspaper publication requirement that can cost a Manhattan LLC well over $2,000. A New York corporation makes sense when you plan to raise institutional capital, issue employee stock, or anchor a venture-track company in the New York economy. ### Choose a New York corporation when: - **You plan to raise venture capital or institutional investment.** VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs. - **You want to issue stock options to employees (ISOs).** Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs. - **You expect to eventually go public or sell to a public company.** Public markets operate on corporate stock mechanics. - **You are in a regulated industry** where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties. ### Stick with an LLC when: - You are a small business with one or a few owners who will not need institutional investment. - Pass-through taxation without payroll complexity is the priority. - You do not need stock option plans or institutional investment mechanics. **Licensed professionals in New York:** under N.Y. Bus. Corp. Law Article 15 (§§ 1501–1516), most licensed professionals cannot form an LLC in New York. For professionals including physicians, attorneys, dentists, certified public accountants, architects, professional engineers, veterinarians, psychologists, and other professions licensed under Title VIII of the Education Law, the correct structure is a Professional Corporation (PC). LLC Attorney's formation service handles PC formation in New York. ### Why and when to incorporate in Delaware vs your home state Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware. If you are not raising outside capital, New York is usually the better choice. A Delaware corporation operating in New York still has to register as a foreign corporation there, pay New York fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment. ## What's Unique About Corporations in New York? New York is the financial and corporate capital of the United States, and incorporating here makes sense when your customers, capital, or operations are anchored in the New York economy. The state's distinguishing feature for corporations is its tax structure, not a filing hurdle: the Article 9-A franchise tax computes three ways and you pay the largest, and any company doing business in New York City layers the NYC General Corporation Tax on top. Unlike a New York LLC, a standard business corporation has no newspaper publication requirement, which makes the corporation comparatively cheaper to launch than an LLC in high-cost counties like Manhattan. Key New York-specific requirements: - Certificate of Incorporation (not "Articles of Organization" — that is the LLC filing document) - At least 1 director who is 18 or older (BCL §§ 701–702); no residency or shareholding requirement - Article 9-A franchise tax: pay the greater of the 6.5% business income base, the capital base, or a fixed-dollar minimum ($25 to $200,000 by New York receipts) on Form CT-3 — plus NYC General Corporation Tax if you operate in the city - Biennial Statement every two years ($9) in the anniversary month — far lighter than an annual report, but easy to forget on a two-year cycle - No publication requirement for standard business corporations — the newspaper-publishing rule that burdens New York LLCs does not apply to a corporation formed under the Business Corporation Law ## Selecting a Name for Your New York Corporation Your corporation's name must comply with New York naming requirements: - Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another New York-approved designator (N.Y. Bus. Corp. Law § 301) - Must be distinguishable from all existing New York entities in the NY DOS Corporation and Business Entity Database - A New York corporate name must end with Incorporated, Corporation, Limited, or an abbreviation such as Inc., Corp., or Ltd., and several words (including bank, trust, insurance, and academy) trigger pre-clearance from the relevant state regulator before the Department of State will accept the filing - Names implying government affiliation or banking activity are restricted Search the NY DOS Corporation and Business Entity Database at apps.dos.ny.gov/publicInquiry before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Certificate of Incorporation. **Name reservation:** file a name reservation with the New York Department of State, Division of Corporations, $20 fee, holding the name for 60 days. Recommended if your paperwork takes more than a few days to prepare. ## Directors, Officers, and Shareholders in a New York Corporation A New York corporation has three distinct roles: **Shareholders** own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations. **Directors** govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. New York's director requirements: New York requires at least one director (BCL § 702); the board may be any size fixed in the bylaws, and if nothing is fixed the number defaults to one. Directors must be at least 18 years old (BCL § 701) but need not be New York residents or shareholders. The Certificate of Incorporation does not have to name the initial directors — the incorporator can appoint them in the organizational action that follows filing. **Officers** (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. New York requires a President, a Secretary, and a Treasurer at minimum under BCL § 715, although one individual may hold two or more of those offices. One person may be the sole director and simultaneously serve as President, Secretary, and Treasurer — the usual structure for a single-founder New York corporation. ## Designating a Registered Agent Every New York corporation must designate a Registered Agent — a person or entity with a physical New York street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation. Every New York corporation must designate the Secretary of State as its statutory agent for service of process, and the Certificate of Incorporation lists the address to which the Secretary of State forwards any process it receives. Because that default routes legal papers to Albany, most corporations also appoint a commercial Registered Agent with a physical New York address to receive and forward process and state notices reliably. A P.O. box does not satisfy the address requirement. If the New York Department of State, Division of Corporations cannot deliver legal notices to your Registered Agent, New York can administratively dissolve by proclamation your corporation. LLC Attorney's New York Registered Agent service is $125/year. ## New York Corporation Costs and Compliance Fee Amount Notes Certificate of Incorporation (DOS-1239-f) $125 Standard processing: roughly 7 to 10 business days for filings submitted by mail State expedited — 24 hour $25 Additional to the $125 base fee Same-day service (request received by noon) $75 Additional to the $125 base fee Biennial Statement (Biennial Statement (DOS-1266)) $9 loss of good standing; the corporation is marked past due until it files late penalty if missed Article 9-A franchise tax (Form CT-3) Greater of 6.5% income base / capital base / $25+ fixed minimum Fixed-dollar minimum scales to $200,000 by NY receipts; due April 15; NYC tax applies on top in the city Name reservation $20 Holds name for 60 days Certificate of Amendment $60 To change corporate name or structure Registered Agent (professional) $49–$300/yr LLC Attorney service available ## How to Form a Corporation in New York ### If You Do It Yourself **Step 1 — Choose a corporate name that complies with New York's requirements.** Your corporate name must be distinguishable from all existing New York entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in N.Y. Bus. Corp. Law § 301). Search the NY DOS Corporation and Business Entity Database at apps.dos.ny.gov/publicInquiry before preparing any documents. The NY DOS entity search at apps.dos.ny.gov/publicInquiry confirms the name is distinguishable from existing entities but not that it is free of trademark conflicts — clear it against the USPTO database before you build a brand on it. **Step 2 — Reserve your corporate name (recommended).** File a name reservation with the New York Department of State, Division of Corporations, $20 fee, good for 60 days. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents. **Step 3 — Decide your director structure before opening the formation form.** New York requires 1 director at formation. A single founder can be the entire board. Companies that expect outside investment usually expand to a three-to-five-seat board at the first priced round, sometimes with an investor-designated seat. Set the board size in your bylaws rather than the Certificate so you can resize it later without a state amendment. Write down your director names and New York addresses before you open the form — most state portals cannot save a partially completed filing. **Step 4 — Designate your Registered Agent.** Every New York corporation must have a Registered Agent with a physical New York street address. P.O. boxes are not accepted. New York automatically makes the Secretary of State your agent for service of process, but many corporations add a commercial Registered Agent so legal mail does not sit in Albany. LLC Attorney can serve as your New York Registered Agent and forward all process to your client portal. **Step 5 — Complete the Certificate of Incorporation (DOS-1239-f).** Go to dos.ny.gov and use the current version of the Certificate of Incorporation. Always file directly through the New York Department of State, Division of Corporations — outdated forms are rejected without refund. Complete it with: - Your exact corporate name including designator - Your Registered Agent — full legal name and physical New York street address - Your authorized share structure — authorize up to 200 shares of no-par-value stock, which keeps the Certificate of Incorporation at the base $125 fee, because New York adds a separate share tax once you exceed that threshold or assign par value - Director names and addresses - Incorporator signature (the person submitting the form; need not be a director or shareholder) - The county within New York where the corporation's office will be located (this controls which county the Secretary of State files service of process against, and it appears on the public record) **Step 6 — File the Certificate of Incorporation and pay the $125 fee.** File online at businessexpress.ny.gov or by mail to the New York Department of State, Division of Corporations in Albany. Online processing is roughly 7 to 10 business days for filings submitted by mail under normal volume. - 24-hour service: $25 additional (total: $150) - Same-day service (request received by noon): $75 additional (total: $200) - New York also offers 2-hour processing for $150 per document; same-day requests must reach the Division of Corporations by 12:00 noon to be handled that business day. **Step 7 — Wait for your approved Certificate of Incorporation.** Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the New York Department of State, Division of Corporations approves your filing. Standard processing is roughly 7 to 10 business days for filings submitted by mail; 4 to 6 weeks by mail during heavy filing periods, though Business Express online filings clear faster during peak filing season. Keep your approved Certificate of Incorporation — every bank, licensing board, and counterparty will request it. **Step 8 — Hold your organizational meeting and adopt bylaws.** After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. New York does not require bylaws to be filed with the Department of State — keep them with your corporate records. New York bylaws are adopted by the incorporator or the initial board after filing and are governed by the Business Corporation Law; § 601 lets you tailor quorum, notice, and officer rules, so draft them deliberately rather than lifting a generic form. A generic template may omit New York-specific provisions and may not align with your share structure. **Step 9 — Issue stock to founders.** Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. New York charges an organization tax of one-twentieth of one percent on the par value of authorized par-value shares (and a flat figure on no-par shares above 200), so most founders authorize 200 no-par shares to stay at the minimum. If you expect outside investment or an option pool, model the share-tax bump before you inflate the authorized count. **Step 10 — File your initial Biennial Statement (Biennial Statement (DOS-1266)) within during the calendar month of the incorporation anniversary, every second year.** After your Certificate of Incorporation is approved, you have during the calendar month of the incorporation anniversary, every second year to file Biennial Statement (DOS-1266) with the New York Department of State, Division of Corporations. This filing confirms your Registered Agent address, principal office address, and director and officer contact information. Filing fee: $9. Missing the deadline triggers a loss of good standing; the corporation is marked past due until it files penalty. **Step 11 — Apply for your federal EIN.** Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099). **Step 12 — Open a corporate bank account.** Required documents: your approved Certificate of Incorporation, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs. **Step 13 — Register for New York state taxes.** Your federal EIN does not automatically register you with New York state agencies. Depending on your business type: - New York sales and use tax (NY Department of Taxation and Finance, if you sell taxable goods or services) — [tax.ny.gov](https://tax.ny.gov) - New York employer payroll taxes (NY Department of Labor, if hiring New York employees) — [labor.ny.gov](https://labor.ny.gov) - New York sales and use tax (Certificate of Authority required before making taxable sales); NYC General Corporation Tax if doing business in New York City **Step 14 — Pay your New York annual tax.** A New York C-Corp computes its Article 9-A franchise tax three ways and pays whichever is largest: the business income base (6.5%, or 7.25% once income exceeds $5 million), a capital base, or the fixed-dollar minimum tax keyed to New York receipts. File Form CT-3 with the Department of Taxation and Finance by April 15 for calendar-year filers (the 15th day of the fourth month after a fiscal year-end), and pay any estimated tax during the year on Form CT-400. If the corporation does business in New York City, file and pay the separate NYC General Corporation Tax as well — it is not collected by the state. **Step 15 — Decide whether to elect S-Corp tax treatment.** C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for New York corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any New York filing. New York does not honor a federal S-Corp election automatically. To be taxed as an S corporation for New York purposes, the corporation must file Form CT-6 with the Department of Taxation and Finance and receive approval — filing federal Form 2553 alone leaves you taxed as a C-Corp in New York. A New York S corporation files Form CT-3-S and still owes the fixed-dollar minimum tax, and its shareholders report the income on their personal New York returns. New York City does not recognize S status at all, so an NYC-based S corp still pays the full NYC General Corporation Tax. **Step 16 — Set annual compliance reminders.** New York corporations must file and pay on a recurring basis: - Biennial Statement (Biennial Statement (DOS-1266)): Every 2 years in the anniversary month, $9 fee — loss of good standing; the corporation is marked past due until it files if missed - Article 9-A franchise tax (Form CT-3): due April 15 for calendar-year corporations; you owe the largest of the income base, capital base, or the fixed-dollar minimum tied to your New York receipts - New York City General Corporation Tax — a separate city-level filing for corporations that do business in NYC, in addition to the state Article 9-A return Missing these filings puts your corporation in bad standing with the New York Department of State, Division of Corporations and NY Department of Taxation and Finance. Suspension means you cannot file documents, defend lawsuits, or do business in New York. If you would rather not manage this process, the service handles New York corporation formation starting at $49. Ready to Launch Your Business in New York?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation) ### If LLC Attorney Does It for You 1. Submit your information at llcattorney.com — corporate name, director structure, authorized shares, Registered Agent preference, fiscal year, and target formation date. No forms to find or download. 2. LLC Attorney files your Certificate of Incorporation with the New York Department of State, Division of Corporations, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Registered Agent designation and initial Biennial Statement are included. 3. Receive your approved Certificate of Incorporation, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a Biennial Statement (DOS-1266) deadline or annual tax payment. ## S-Corp Election for New York Corporations — What You Need to Know An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your New York corporation remains a New York corporation; you are only changing how the IRS taxes it. **The S-Corp tax advantage:** a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings. **S-Corp payroll requirement:** if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties. Eligibility requirements: - 100 or fewer shareholders - All shareholders must be U.S. citizens or permanent residents - Only one class of stock (identical distribution and liquidation rights) - No institutional shareholders, partnerships, or non-resident alien shareholders **New York treatment of S-Corps:** New York does not honor a federal S-Corp election automatically. To be taxed as an S corporation for New York purposes, the corporation must file Form CT-6 with the Department of Taxation and Finance and receive approval — filing federal Form 2553 alone leaves you taxed as a C-Corp in New York. A New York S corporation files Form CT-3-S and still owes the fixed-dollar minimum tax, and its shareholders report the income on their personal New York returns. New York City does not recognize S status at all, so an NYC-based S corp still pays the full NYC General Corporation Tax. **Filing deadline:** IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause. ## Professional Corporations in New York New York prohibits most licensed professionals from forming an LLC. Under N.Y. Bus. Corp. Law Article 15 (§§ 1501–1516), professionals including physicians, attorneys, dentists, certified public accountants, architects, professional engineers, veterinarians, psychologists, and other professions licensed under Title VIII of the Education Law must use a Professional Corporation (PC) rather than an LLC or standard corporation. Licensed professionals in New York cannot deliver their services through a standard business corporation; they must form a Professional Service Corporation (PC) under Business Corporation Law Article 15, in which every shareholder, director, and officer is licensed in the practiced profession and the formation is pre-approved by the State Education Department or other licensing authority. An attorney consultation can confirm whether your license type requires a PC and which professional designator your New York license board requires. ## New York Publication Requirement New York requires corporations to publish a notice of incorporation in a newspaper of general circulation in the county where the principal office is located. This is a mandatory compliance step — failure to publish can jeopardize the corporation's standing. Publication requirements: - consecutive weeks of publication - New York's well-known newspaper publication requirement applies to LLCs, limited partnerships, and limited liability partnerships — not to corporations formed under the Business Corporation Law. A standard New York business corporation has no obligation to publish a notice of formation, file affidavits of publication, or file a Certificate of Publication, which removes a cost that can exceed $2,000 for an LLC in Manhattan. - An affidavit of publication must be filed with the New York Department of State, Division of Corporations within - Typical cost: $0 (no publication required for corporations) - If you are choosing between an LLC and a corporation in a high-cost county such as New York County (Manhattan), the absence of a corporate publication requirement can make the corporation noticeably cheaper to launch. Professional Service Corporations are likewise exempt from publication. **Note:** while this is a legal requirement, there is no known precedent of a business facing penalties or having its corporate veil pierced due to failure to publish. This requirement is mandated by law but not actively enforced. Business owners should be aware of it and make an informed decision based on their own risk tolerance. We cannot advise clients to skip a legal obligation, but we believe it is important to understand the practical enforcement landscape when weighing compliance. ## When Should You Consult an Attorney for Your New York Corporation? LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios: - **Multiple founders or investors:** share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind. - **S-Corp election analysis:** whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard. - **High-liability industry:** regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers. - **Raising capital:** if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file. - **New York-specific wrinkles:** New York may have corporate law provisions a generic national template does not cover correctly. ### Is New York a State Where Legal or Tax Advice Matters More for Corporations? New York's Article 9-A franchise tax pays out as the greater of three separate computations, and a New York City presence triggers a second corporate tax the state does not collect — so a corporation's true annual cost depends heavily on where it operates and how its receipts are sourced. An attorney or experienced formation team should confirm your authorized-share count against the organization-tax thresholds at filing, decide whether a CT-6 New York S election helps or hurts given the NYC overlay, and verify whether your activity requires a PC under Article 15 before you incorporate. ## What You Actually Get When You Incorporate in New York with LLC Attorney A New York corporation that has only been filed with the state is not a finished corporation. The Certificate of Incorporation creates the entity, but it does not give you the bylaws, organizational consents, or stock ledger that make the corporation function and hold the liability shield together. A "$0 filing" that omits those is not free — it is unfinished, and an unfinished C-Corp is exactly what stalls a New York financing or a bank-account opening. Included with LLC Attorney corporation formation, starting at $125: - Same-day or 24-hour New York filing at no markup on the state fee. Most services charge extra to expedite. - Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates. - Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one. - Federal EIN, obtained for you. - New York Registered Agent service at $125/year, included to keep you in good standing. - S-Corp election guidance when pass-through tax treatment is the right call for your situation. - Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer). Because New York's complexity is in its tax structure rather than its filing, the documents that make the corporation function — clean bylaws, a documented cap table, organizational consents, and a reliable agent for service of process — are exactly what is included here. ## Starting Your New York Corporation with LLC Attorney New York's corporate formation requirements are straightforward to file but carry real tax nuance — the three-way Article 9-A franchise-tax computation, the separate NYC General Corporation Tax, and the CT-6 question if you want New York S treatment. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later. The service handles New York corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, New York City tax exposure, the CT-6 S-election decision, and PC requirements for licensed professionals, and annual tax planning. See our [full pricing](/pricing) for all service tiers. Ready to Launch Your Business in New York?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation) ## Frequently Asked Questions How long does it take to form a corporation in New York? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Mailed New York corporate filings generally take about 7 to 10 business days, stretching to 4 to 6 weeks during peak periods; online filings through Business Express clear faster. New York offers paid expedite tiers per document: 24-hour ($25), same-day ($75, request in by noon), and 2-hour ($150). LLC Attorney can submit your Certificate of Incorporation with expedited handling to hit a time-critical formation date. What is the difference between a C-Corp and an S-Corp in New York? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) A C-Corp and an S-Corp are the same New York corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your New York formation documents. Remember that a New York S election requires a separate state filing (Form CT-6); a federal S election does not carry over by itself. Can a single person form a corporation in New York? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. New York permits one individual to own all the stock, sit as the sole director, and hold the President, Secretary, and Treasurer roles at the same time (BCL §§ 702 and 715 expressly allow one person to hold multiple offices). You still have to observe corporate formalities — adopt bylaws, record the organizational consent, issue stock to yourself, and keep corporate funds separate from personal funds — to keep the liability shield intact. What taxes does a New York corporation have to pay? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) A New York C-Corp pays the Article 9-A franchise tax, computed as the greater of a 6.5% business income base (7.25% above $5 million of income), a capital base, or a fixed-dollar minimum tax that ranges from $25 to $200,000 based on New York receipts. The return is Form CT-3, due April 15 for calendar-year corporations. Corporations operating in New York City also owe the NYC General Corporation Tax. At the federal level a C-Corp pays the flat 21% corporate income tax unless it elects S-Corp treatment. What is the Biennial Statement and when is it due? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) New York corporations file a Biennial Statement with the Department of State every two years, due in the calendar month in which the Certificate of Incorporation was originally filed. The fee is $9, and the statement confirms the corporation's address for service of process and the name and address of its chief executive officer. It is filed online through the e-Statement system at dos.ny.gov. A corporation that falls behind is marked past due and loses good standing, which can block financing and certificate-of-status requests until the statement is filed. Does a New York corporation need bylaws? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) New York does not require corporations to file bylaws with the Department of State. However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws. What happens if I miss the annual tax deadline? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Filing or paying the Article 9-A franchise tax late exposes the corporation to a late-filing penalty (generally 5% of the tax per month, up to 25%), a separate late-payment penalty, and interest on the unpaid balance set by the Department of Taxation and Finance. Sustained non-compliance can lead the Tax Department to pursue collection and can cost the corporation its good standing, which blocks certificate-of-status requests needed to close financings or qualify in other states. Can I change my New York corporation to an LLC later? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. A New York corporation can convert to an LLC, but New York historically did not offer a one-step statutory conversion the way Delaware does, so the path often involves a merger of the corporation into a newly formed LLC or a dissolution-and-reformation. Either route is a taxable event for federal purposes and can trigger gain recognition, so model the tax consequences with a CPA first. An attorney consultation can map the cleanest structure for your assets, basis, and timeline. Can I form a standard corporation if I hold a New York professional license? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) No. In New York a licensed professional cannot practice through an ordinary business corporation. Article 15 of the Business Corporation Law requires a Professional Service Corporation (PC), where all shareholders, directors, and officers hold the relevant license and the Certificate of Incorporation is approved by the appropriate licensing authority (typically the State Education Department's Office of the Professions) before the Department of State will file it. If you hold a professional license, ask LLC Attorney about forming a PC rather than a standard corporation. What happens if my Registered Agent cannot be reached? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) If New York is unable to deliver legal notices to your Registered Agent, the state can administratively dissolve by proclamation your corporation. This can happen without direct notice to you. A professional Registered Agent service ensures a qualified person is available during business hours at a physical New York address to receive any legal documents on your behalf. ## Learn More About New York - [New York LLC Formation](/states/ny/llc-formation-new-york) - [New York Registered Agent](/states/ny/registered-agent-new-york) - [New York EIN Number](/states/ny/ein-number-new-york) - [New York Holding Company](/states/ny/holding-company-new-york)