New York Corporation & LLC Filing Requirements

The following is provided for informational purposes only and should not replace the advice of professional counsel. Although we make every effort to keep the information presented here up to date, states continuously change their policies, forms, fees, and information. Because of this, we make no guarantees as to the accuracy of the information presented in this current revision. Please report any problems you may encounter with moved or broken links on this page by clicking here. (Make sure to include the state and the defective link names in your e-mail.) Last update: July 16, 2007

 

General Info

Agencies

If you have further questions regarding business filings or fees, need additional filing forms, or want to contact your state's business division, here is the agency's contact information.

 

New York State Department of State
Division of Corporations, State Records,
and Uniform Commercial Code
41 State Street
Albany, NY 12231-0001
(518) 473-2492
FAX: (518) 474-1418
http://www.dos.state.ny.us/corp/corpwww.html

 

 

If you have further questions regarding business taxes, need additional tax forms, or want to communicate with your state's tax division, here is the agency's contact information.

 

Department of Taxation and Finance

Capital Region District Office
One Broadway Center, 9th Floor
Schenectady, NY 12305
1-800-972-1233
http://www.tax.state.ny.us/

New York State Statutes

To research the State Statutes for New York Corporations, LLCs or Partnerships, click here.

 

Licensing

 

Occupational

Certain types of businesses in the state are required to obtain a license and pay a fee. The following is partial list (Please check with your state at (518) 474-8275 or toll free (800) 342-3464 to make sure your business is complying with the license requirements for your particular profession or go to the New York State Professions Web site):

 

·          Architects

·          Brokers

·          Chiropractors

·          Dentists

·          Engineers

·          Family Therapists

·          Geologists

·          Nurses

·          Optometrists

·          Pharmacists

·          Physical Therapists

·          Veterinarians

 

General NY Business Taxes

Corporations 

 

New Filing Issues

 

Publishing

No publishing is required for new corporations. 

 

Director Requirements

·          At least three directors if three or more shareholders. If only one shareholder, can have one director. If only two shareholders, can have as few as two shareholders; 

·          No residence requirements; 

·          Must be at lease 18 years old; 

·          Initial Directors not required to be listed on Articles of Incorporation.

 

Other Requirements

·          Officers: Not required to be listed on Articles.

·          Stock: Number of shares or par value alters filing fees or annual fees.

 

Corporate Records - The following are required to be kept in your records to be located at principal office:

·          Articles of incorporation and all amendments;

·          Current bylaws;

·          Minutes of shareholders' meetings;

·          Records of shareholders' actions taken without a meeting;

·          Stock transfer ledger.     

 

Other Forms

·          Certificate of Change ($30) - Change address, county or registered agent info

·          Certificate of Amendment ($60) - To amend your articles of incorporation 

·          Certificate of Dissolution ($60) - To dissolve a business

·          Sales Tax Vendor Application - Must be filed at least 20 days, but not more than 90 days, before doing business

 

Sub S Qualification - If your corporation is qualified by the IRS to act as a Sub S corporation, you will want to notify the NY Dept. of Taxation:

·         Form CT-6    - File this form to be qualified as a Sub S in NY

·         Form CT-6 Instructions 

 

Annual Filing Requirements

 

Biennial Statements

Fee:

A $9 filing fee must accompany each biennial statement.

Forms:

Biennial Statements are forwarded to the corporations registered agent, or they may be requested in writing from the Secretary of State. You may also contact the Statement Unit by fax at (518) 486-4680, by E-mail at corporations@dos.state.ny.us or by calling (518) 473-6385.

 

Due Date:

Each domestic and foreign corporation authorized to do business in NY 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).

 

 

Corporation Franchise Tax Return

Tax:

First, the franchise tax is based on the highest of: 7.5% of net income, 0.178% of capital (not to exceed $350,000), 2.5% of minimum taxable income, or a fixed dollar minimum tax ranging from $100 to $10,000. 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 6.85% of net income at or below $200,000; $13,700 plus 7.5% of net income between $200,000 and $250,000; or $13,700 plus 3.25% of the net income base that exceeds $250,000.

 

The law provides that New York S corporations subject to Tax Law Article 9-A will only be subject to the fixed dollar minimum tax when computing their New York State corporation franchise tax liability. As a result, all New York S corporations taxable under Article 9-A must now file using Form CT-3-S on an individual basis for calendar and fiscal years beginning in 2006 and all tax years beginning thereafter.

 

Forms:

Form CT-3 - 2006 Corporation Franchise Tax Return (instructions)

Tax Forms List - 2006 General Business Corporation Tax Forms

Form CT-3-S - 2006 S Corporation Franchise Tax Return (instructions)

Tax Forms List - 2006 S Corporation Tax Forms

 

Due Date:

 

File your tax return within 2½ months after the end of your reporting period. If you are reporting for the calendar year, your return is due on or before March 15th.

 

Limited Liability Company

 

New Filing Issues

 

Publishing

Per Section 206 of New York state statutes, within 120 days from its effective date, a newly formed limited liability company is required to publish a notice of the articles of organization once each week for six successive weeks in two newspapers of the county in which the LLC has its office. The county clerk designates the newspapers in which the notices are to be published. 

After both notices have been published, the LLC must file with the Department of State an affidavit from the each of the two newspapers proving publication.  A white backer/cover sheet must accompany the publishers' affidavit, which sets forth the title of the document and the name and address of the filer.  The fee for filing each affidavit of publication is $25. 

If an LLC fails to timely file proof of publication, it may not maintain an action or proceeding in New York courts until it files the proof.

Below are the steps you need to follow to successfully complete your publishing requirements in New York.

 

Operating Agreement

The members of a NY LLC, per Section 417 of the Limited Liability Company Law, are required to adopt a written operating agreement. The operating agreement must be adopted within 90 days after the filing of the Articles of Organization.

 

The operating agreement is the primary document that establishes the rights, powers, duties, liabilities and obligations of the members between themselves and with respect to the LLC. It is an internal document of the LLC and is not filed with the Department of State. The law is silent on the consequences of not adopting an operating agreement. SmallBiZ.com provides an Operating Agreement on CD with a Deluxe LLC Kit. Order Here

 

Other Requirements

Must have at least one Member.

  

Annual Filing Requirements

  

Biennial Statements

Fee:

A $9 filing fee must accompany each Biennial Statement.

 

Forms:

Biennial Statements are forwarded to the company's registered agent, or they may be requested in writing from the Secretary of State. You may also contact the Statement Unit by fax at (518) 486-4680, by E-mail at corporations@dos.state.ny.us or by calling (518) 473-6385.

 

Due Date:

LLCs authorized to do business in NY must file their Biennial Statement in the calendar month during which the original articles of organization were filed.

 

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