A Certificate of Assumed name for a corporation, limited partnership or limited liability company complying with Section 130 of the General Business Law may be filed with the New York Department of State.  For details, see Division of Corporations' FAQs.

A business corporation is a legal entity separate and distinct from the individual(s) who compose the business. It has rights and abilities similar to those of a natural person. Principal features are perpetual duration, limited liability and easy transferability of interests. A corporation may be formed for any lawful business purpose or purposes. The Department of State cannot offer advice about the choice of business formation and strongly recommends consulting with legal and financial advisors before making the decision. To view available legal structures, visit the Business Index A-Z.

A business corporation may be formed in New York State by filing a Certificate of Incorporation pursuant to Section 402 of the Business Corporation Law.

For details, see the Certificate of Incorporation page.

The existence of the corporation begins upon the filing of the Certificate of Incorporation with the Department of State. After the corporate existence has begun, an organization meeting of the incorporator or incorporators must be held for the purpose of adopting by-laws, electing directors and transacting any other business. (See Section 404 of the Business Corporation Law.) The initial by-laws of a corporation are adopted by its incorporator or incorporators at the organization meeting. (See Section 601 of the Business Corporation Law.)

The corporation is required to keep correct and complete books and records of account and must keep minutes of the proceedings of its shareholders, board of directors and executive committee, if any. The corporation must also keep a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof. (See Section 624 of the Business Corporation Law.)

In addition, a meeting of shareholders must be held annually for the election of directors and the transaction of other business on a date fixed by or under the by-laws. (See Section 602 of the Business Corporation Law.)

Please note by-laws and corporate books and records are not filed with the Department of State or any other state agency. These are internal documents maintained by the corporation. The Department of State cannot provide legal advice regarding the preparation of these documents.

A foreign business corporation may apply for authority to do business in the State of New York by filing an Application for Authority pursuant to Section 1304 of the Business Corporation Law.

For more information see the Application for Authority page.

One or more professionals may form, or cause to be formed, a professional service corporation (P.C.) for pecuniary profit for the purpose of rendering the professional service or services that the professionals are authorized to practice. A P.C. is formed by filing a Certificate of Incorporation pursuant to Section 1503 of the Business Corporation Law. "Profession," as defined in Section 1501(b) of the Business Corporation Law, includes the occupations regulated by Title VIII of the Education Law plus any practice as an attorney and counselor-at-law, or as a licensed physician. For details, review the Professional Service Corporation page.

What is a Not-for-Profit Corporation?

A not-for-profit corporation is a corporation formed in NYS pursuant to the Not-for-Profit Corporation Law. Not-for-Profit Corporation Law Section 201 (Purposes) provides that a not-for-profit corporation may be formed for as a Charitable Corporation or a Non-charitable Corporation as defined in Not-for-Profit Corporation Law Section 102 (Definitions). A not-for-profit corporation may not be formed for pecuniary profit or financial gain. For details, review the Not-for-Profit Corporation page.

 S corporation vs. C corporation

After you create your corporation, you can choose between filing taxes as an S corporation ("S corp") or a C corporation ("C corp"). An S corp is considered a "pass-through entity," which means the business itself isn't taxed. Instead, income is reported on your personal tax returns. A C corp's income is taxed at the corporate level, and if dividends are distributed, at the individual level as well. When a business is formed in NYS, it is automatically a c-corporation unless you have filed as an S corp.　

 
Note: Questions and designations regarding an organizations not-for-profit status may be identified/asked throughout agency applications. For example, in the WCB Certificate of Exemption (CE-200) it is listed as a reason for exemption after the business profile questions are completed. For more information, Click Here to visit the IRS website.　

One or more persons, called "incorporators," may form a not-for-profit 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 pursuant to Section 402 of the Not-for-Profit Corporation Law. For details, review the Not-for-Profit Corporation page.

Religious Corporations Law Section 2 defines a religious corporation as a corporation created for religious purposes to enable its members to meet for divine worship or other religious observances. Corporations formed for the purpose of operating a church or other religious denominations are filed pursuant to the Religious Corporations Law.

Corporations formed pursuant to the Religious Corporations Law are generally created by filing a Certificate of Incorporation with the office of the county clerk in the county in which the principal office or place of worship is located. (See Section 3 of the Religious Corporations Law.) For details, review the Religious Corporation page.

The existence of a corporation begins upon the filing of the Certificate of Incorporation with the Department of State. After the corporate existence has begun, an organization meeting of the initial directors designated in the Certificate of Incorporation must be held for the purpose of adopting by-laws, electing directors and the transaction of any other business. (See Section 405 of the Not-for-Profit Corporation Law.)

The corporation is required to keep correct and complete books and records of account and must keep minutes of the proceedings of its members, board of directors and executive committee, if any. (See Section 621 of the Not-for-Profit Corporation Law.)

Not-for-profit corporations formed for charitable purposes may be required to register with the Office of the Attorney General, Charities Bureau, Registration Section, 120 Broadway, New York, NY 10271. The telephone number is (212) 416-8415. For details, review the Not-for-Profit Corporation page and the Attorney General Charities page.

The Department of State issues an official filing receipt to the filer of the Certificate of Incorporation. The filing receipt reflects the date of filing, the name of the corporation, an extract of information provided in the Certificate of Incorporation and an accounting of fees paid. Filers should verify that this information is correct.

The filing receipt is your proof of filing. The filing receipt should be retained with the corporation's permanent records. The Department of State does not issue duplicate filing receipts to replace those lost or destroyed.

For details, see the Certificate of Incorporation page.

A limited liability company (LLC) is an unincorporated business organization of one or more persons who have limited liability for the contractual obligations and other liabilities of the business. The LLC is a hybrid form that combines corporation-style limited liability with partnership-style flexibility. The owners of an LLC are "members" rather than shareholders or partners. A member may be an individual, a corporation, a partnership, another limited liability company, or any other legal entity. An LLC may organize for any lawful business purpose or purposes. The Department of State cannot offer advice about the choice of business formation and strongly recommends consulting with legal and financial advisors before making the choice. For details, see the Limited Liability Company page.

A limited liability company may be formed by filing Articles of Organization pursuant to Section 203 of the Limited Liability Company Law. For details, see the Limited Liability Company page.

A foreign limited liability company may apply for authority to do business in the State of New York by filing an Application for Authority pursuant to Section 802 of the Limited Liability Company Law. For details, see the Foreign Limited Liability page.

A partnership, without limited partners, each of whose partners is a professional authorized by law to render a professional service, may register as a limited liability partnership with the New York State Department of State by filing a Certificate of Registration pursuant to Section 121-1500(a) of the Partnership Law. For details, see the Limited Liability Partnership page.

A limited partnership may be formed by the general partner by executing a partnership agreement (See Section 121-110 of the Revised Limited Partnership Act) and filing a Certificate of Limited Partnership pursuant to Section 121-201 of the Revised Limited Partnership Act. For details, see the Limited Partnership page.