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Business Corporation (Domestic) Certificate of Incorporation (DOS-1239-f)

This certificate is required to form a business corporation.

AVERAGE PROCESSING TIME

7 Business Days

SEE DETAILS

	
		

Overview

The NYS Department of State files certificates of incorporation pursuant to Section 402 of the NYS Business Corporation Law. In conjunction with this responsibility, the Secretary of State serves as statutory agent for corporations against whom process may be served.

STEPS IN FILING A CERTIFICATE OF INCORPORATION:

One or more persons, called "incorporators" may form a corporation. Incorporators are natural persons who are 18 or older. The incorporator(s) signs the Certificate of Incorporation. The completed Certificate of Incorporation is filed with the Department of State.

Availability of Name: (optional) In order to assure that the name of the corporation is not already in use by an existing corporation, limited liability company or limited partnership, you may request a name search. The request must be in writing to the Department of State. The search fee for each name submitted is $5.00.

Reservation of Name: (optional) If the name is available, you may reserve it while finalizing your business plans. To reserve the name for 60 days, file an "Application for Reservation of Name". The Department of State will send you a Certificate of Reservation. Attach the Certificate of Reservation to your Certificate of Incorporation when filing. The fee for reservation of name is $20.00.

How to Apply

Paper forms can be found on the New York State Department of State's website.

1. You may apply online.
2. Sign in or create a NY.gov account.
3. After you apply, log in to check your application status.


Apply Online as an owner Apply Online on behalf of another person

WHAT YOU NEED TO APPLY:

• Business information (legal name, address, etc.)
• Fee ($125)

Form(s)

Required Fees

TYPE REFUNDABLE AMOUNT COMMENTS
Certificate of IncorporationNo$125

Optional Fees

Payment Options:

Fee payments include: personal checks made payable to the NYS Department of State, postal money orders, and credit cards (MasterCard, Visa and American Express).

Duration & Processing


Expedited Handling Services: (optional) The NYS Department of State's Division of Corporations offers expedited processing of time-sensitive documents. For an additional fee, the Department of State will process a document within the following time frames for the additional fee indicated; $25.00 per document for processing within 24 hours, $75.00 per document for processing within the same day, or $150.00 per document for processing within 2 hours. Expedited handling fees must be paid by a separate check to the NYS Department of State and is nonrefundable. Please note on the envelope and cover letter "Attention: Expedited Handling."

Additional Info

1. The NYS Department of State, Division of Corporations has prepared a sample Certificate of Incorporation form that you can download from their website. You may also draft your own form pursuant to Section 402 of the NYS Business Corporation Law or purchase a form from a legal stationery store in New York.

2. The NYS Department of Taxation and Finance (Department of Tax) creates a NYS Corporation Tax Account for all newly formed corporation entities and foreign corporations. The NYS Department of State (DOS) notifies the Department of Tax of the formation. The Department of Tax generates a temporary New York State identification number prefixed by the letters TF and notifies the corporation of this "TF" number by mailing Form CT-198, Corporation Tax Account Information to the address provided by DOS. The form provides the corporation with the identification number, file number, and current filing period. The corporation must complete the CT-198 form or contact the Department of Tax to provide its Federal Identification Number. It is the responsibility of the corporation to keep the Department of Tax informed of corrections to their records and must return Form CT-198 as soon as possible to ensure proper identification. For more information, contact the NYS Department of Taxation and Finance at (518) 485-2889 or visit their website at www.tax.ny.gov.

3. Domestic business corporations are required to file a Biennial Statement every two years with the NYS Department of State. Online filing is available on the Department of State’s website. The filling fee is $9. Entities who wish to receive a notice when the Biennial Statement is due for filing must provide an email address at the Department of State’s Email Address Submission/Update Service.

4. Corporations are required by statute to conduct business under their true legal or “real” name. If a corporation wishes to conduct business under a name other than its true legal name, a Certificate of Assumed name must be filed with the NYS Department of State. The filing fee for a Certificate of Assumed Name is $25. Additionally, the NYS Department of State collects county clerk fees for each county in which the corporation does/transacts business. For each county outside of New York City the fee is $25. For the five counties within New York City (Bronx, Kings, New York, Queens, and Richmond), the fee is $100 per county. The total fee for a corporation to file a certificate of assumed name in all counties in New York State, including the NYS Department of State's fee, is $1,950.

5. You may file a business corporation Certificate of Incorporation online at the Department of State's website. The acceptable methods of payment are MasterCard, Visa and American Express. Immediately upon filing, you will receive an email filing acknowledgement with your filing receipt attached in PDF format. Additionally, you will have the option of requesting additional services, such as a plain copy, certified copy or certificate of existence. These documents will be attached as a PDF document to the filing acknowledgement. There are no additional expedited handling fees charged for filing online or for additional services.

6. The NYS Department of State prepared the online form for filing a certificate of incorporation for a business corporation only. It does not contain all optional provisions under the law. The NYS Department of State recommends that legal documents be prepared under the guidance of an attorney.

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