Address of state corporation department:
New York State
Department of State
Division of Corporations
41 State Street
Albany NY 12231
Telephone: (518) 473-2492
State web address: http://assembly.state.ny.us/leg/
State law reference: New York Business Corporation Law.
Title of filing: Certificate of Incorporation.
Filing Fees: $125.
Other fees: Organization tax, minimum $10, variable, based on stock. (New York Tax Law, Section 180).
Name reservation: Reservable for 60 days for $20 fee, renewable twice. (Section 303).
Name requirements: Corporation, Incorporated, Limited, or abbreviation. (Section 301(a)(1)).
Incorporator requirements: One or more natural persons, 18 years or older. (Section 401).
Corporate purpose requirements: General “all purpose” clause (see instructions). (Section 201(a)). (But see
Other Provisions below).
Director requirements: One or more. (Section 702).
Paid-in capital requirements: None.
Annual report requirement: Biennial statement due to Secretary of State. (Section 408).
Publication requirements: None.
Other provisions: Purpose must state that corporation is “not formed to engage in any act or activity requiring the
consent or approval of any state official, department, board, agency or other body without such consent or approval
first being obtained.” (Section 402(a)(2)). Articles must state the name of the county where the corporation’s office
will be located. (Section 402(a)(3)). Also, Articles must appoint N.Y. Secretary of State as agent upon whom
process may be served. (Section 402(a)(7)). Articles still must include the address to which the Secretary of State
should mail a copy of any process against it served upon him, (Section 402(a)(7)), and keep its address for service
of process current by filing it in its biennial statement, or in a Certificate of Change or Certificate of Amendment,
as appropriate. If the corporation is to have a registered agent, the Articles must provide his name and address
and state that he will be the agent upon whom process against it may be served. (Section 402(a)(8)). The stateprovided
Certificate of Incorporation form suggests authorizing 200 shares of stock with no par value, but this is
merely a suggestion.
We have the form for that
