Articles of incorporation are basically the documents that a well-settled business or business under formation filed to a state to convert into a corporation. In a few states, “articles of incorporation” is also termed “certificate of incorporation.” If you are a company in New York and looking to incorporate in NY, then the following blog will really help you out. We will explain all the necessary paperwork required for receiving articles of incorporation in New York.
But the first question that arises is how incorporation is beneficial for a firm.
Why are Articles of Incorporation New York Necessary?
So, when a business incorporates itself, it provides a safety blanket to your personal assets against your firm’s debts and obligations. Incorporation is also helpful in tax savings and increases your value to investors.
The state’s filing of the articles marks the formal start of the corporation. The articles of incorporation function as a kind of agreement between the corporation, the state, and its shareholders.
The New York state department of corporations has a standard form. Businesses can use it and file for NYC incorporation. However, firms also have the option to draft their own form with the additional provisions which are necessary for their business entity. However, it is in the best interest to file the articles of incorporation in New York correctly by following all the norms.
Filing the Certificate of Incorporation NY
Businesses looking to file for the certificate of incorporation in New York will have to provide the following details along with a small fee.
- Name of the incorporation
- A statement of purpose
- Name and address of incorporators
- Address of the registered agent
- Stock structure
Businesses have to pay $125 fees while filing for the certificate of incorporation in New York.
Here are all the key requirements in detail for getting articles of incorporation in New York.
Name of Your Business
Specific guidelines for corporation names in New York are outlined in Section 301 of the Business Corporation Law. It is a best practice to have a thorough business name search in new york. The name of the corporation must be distinct from other business entities already registered. Also, they should not contain any words or phrases that are forbidden.
Businesses cannot use the “Bank,” “University,” “Academy,” “Finance,” “Cooperative,” “Investment,” or “Union” in their names. They can do so if they have the state of New York’s consent. Choosing a correct NY business entity after a search can help maximize the after-incorporation benefits.
A corporate indicator is not necessary to appear with the name of a New York corporation. However, Incorporated, Incorporation, Company, Corporation, Inc, Corp, Co, Limited, Ltd, and Professional Corporation are some options if you do decide to include one.
Registered Agent in New York
Almost every state in the USA has the norms of requirements of a registered agent. Any of the legal documents are first received by the agent. So, the registered agent acts as a medium of communication between the state and the firm. Having a designated agent is also helpful in discretion. They check and organize the legal documents and then pass them on to the business owners.
Businesses can hire any individual or a third party for this service. They will be liable to accept all the legal papers on behalf of the business. The firm should ensure to hire an agent service with a physical address.
Filing of Article of Incorporation in NY
Next in the line is filing a certificate of incorporation. Business can turn their firm into LLCs after approval. As mentioned earlier Article of incorporation is usually a one-page form with necessary detailed requirements to register a business in NY.
In the article of incorporation, New York, the necessary details required for approval include the name of the corporation, business address, purpose of the business, registered agent, and the number of shares.
If you are a small business and looking for NY incorporation services, ASCPA can create corporations for you in NY.
Although it is generally advised, the state of New York does not mandate that a corporation adopt bylaws after approval of the New York Article of Incorporation.
A company can use bylaws to explain organizational standards and ensure consistency in how it conducts business. Having a proper internal structure helps in the prevention of conflicts and disagreements. They explain the process of how directors are chosen, how meetings are run, and the list of officers and their responsibilities. Bylaws also contain information about title rights, the appointment and removal of directors, and annual meetings.
Directors Appointment and First Board Meeting
Typically, the shareholders of a corporation elect the board of directors. However, suppose there are no initial directors in the certificate of incorporation for a new business. In that case, the incorporator will nominate the initial directors. An “Incorporator’s Statement” containing the first directors’ names and addresses must be completed by the incorporator. The declaration must bear the incorporator’s signature, and a copy must be kept in the corporate records book. However, it is not necessary to provide these statements to the state.
Businesses should also hold their first board meeting. In a meeting, the corporation can
- Adopt the bylaws
- Authorize the shares of stock
- Get the official stock certificate
- Choose the corporate bank
- Appoint corporate officer
- Get the corporate seal
In a private company, you can set the value of each stock however you see fit in your corporate bylaws.
Another step in the formation of your corporation is the issuance of stock. It is not legally necessary to have a share of stock, but it is good practice to provide shareholders with stock in favor of their contribution in the form of property, cash, or services.
Usually, New York corporations can issue shares with a par or no-par value. Moreover, the certificate of incorporation should provide the chosen category.
Businesses Licenses and Permits
After creating a corporation, you must submit an application for a business license in New York city or where you intend to run your enterprise. The best option is to consult the local authorities in the area where you plan to do business to learn more about the specific licenses that apply to your company.
FIEN for Business
The IRS issues an EIN, also known as a Federal Tax ID. It is a nine-digit number helpful in specifically identifying your firm for tax purposes. Before requesting an EIN, it is crucial to wait until the state recognizes the LLC. Because of this, applying for an EIN is one of the final steps in starting a firm. It does not require any filing fees. Only a few pieces of information, such as your mailing address and legal business name, are necessary for filing FIEN.
Frequently Asked Questions
Articles of incorporation are important documents since they serve as proof that your company has a lawful establishment in your state.
As per the New York Department of State, Division of Corporations, the Certificate of Incorporation filing fee is $125.
Articles of incorporation include the firm’s name, address, agent for service of process, and type of stock.