Incorporate in New York for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between a New York S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in New York, however, come down to the following:

• Ownership Rules: A C-Corp is taxed as a separate entity from its shareholders. Shareholders also report and pay taxes personally on what the corporation pays them. An S-Corp is taxed like a partnership with a "pass through" tax structure. It's not doubly taxed because the corporate entity can pass income, losses, deductions, and credits to shareholders for federal tax purposes. Corporate owners pay taxes on their share of the corporation's profits at their individual tax rates. To qualify as an S-Corp, your business must be a domestic corporation, provide only one class of shares, have no more than 100 shareholders, and your shareholders can include only individuals, certain trusts, and estates.
• Documents: If you want to form an S-Corp, you must file IRS Form 2553 to elect this status, as well as New York Form CT-6 with the New York Tax Department.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following New York requirements:

• Your name should be distinguishable from that of any other registered business in New York. It must be followed by "Incorporated," "Corporation," "Limited," or an abbreviation of one of these words.
• Your name cannot be deceptive. If you're selling pizza, don't name your company "Sal's New York Dry Goods."
• Ensure that your name is distinguishable from that of any other existing corporation.
• Your name cannot contain any words that might mislead the public into thinking it's a public corporation or a government agency.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In New York, you must have one or more directors. New York also requires that each corporation have a president, a chief financial officer, and a secretary. All three positions can be held by one person, but only under certain circumstances.

There is no requirement that directors must live in New York, but directors must be at least 18 years of age.

You must designate the Secretary of State as your registered agent for service of process of any legal documents. You must also provide the Secretary of State with a mailing address where your corporation can receive legal documents served against it.

Unlike in most states, designating your own registered agent is optional in New York. Your registered agent accepts important tax, government, and legal documents for your corporation. The agent must be available during normal business hours. New York requires that you include your agent's name in your Articles of Incorporation. Your agent must have a physical address in New York, not a post office box. We can help you designate an agent when you incorporate with us.

You must include the following in your Articles of Incorporation in New York:

• The number of shares authorized to be issued.
• The par value of each share or class of shares and series, along with their designation. You can submit a statement that there is no par value instead.
• A statement describing the authority vested in the board of directors to establish, designate, and make changes between series of shares, if any.

New York requires that corporations file other paperwork in addition to their Articles of Incorporation. You must file a biennial report every two years with the New York Secretary of State. This report is due in the anniversary month of your incorporation, and it must include the following:

• The name and address of your chief executive officer.
• The street address of your corporation's principal executive office.
• An address to which the Secretary of State can mail a copy of any legal documents served on your corporation.

Failure to provide these reports might result in your company losing its ability to operate in New York.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In New York, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $155.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 3-5 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes, you do have to pay taxes for your new corporation. First, apply to the IRS for an employer identification number, or EIN. All corporations with employees require an EIN. It's similar to your Social Security number, but it's for businesses. You'll also need an EIN to open a corporate bank account.

Many business owners choose S-Corps because they're generally exempt from federal corporate income tax and there's no double taxation. A C-Corp offers more flexibility. You can have several classes of shareholders with different voting rights, but there are tax implications.

New York requires that corporations create records to maintain their corporate status, including Bylaws and Corporate Meeting Minutes. Bylaws set forth your company's operating rules, the responsibilities of its directors, and the rights and powers of shareholders. They can also address other corporate matters. We can tell you whether Bylaws and Meeting Minutes are required by each state. You don't have to file your Bylaws with the state, but you'll need them to demonstrate to banks, lending institutions, creditors, the IRS, and the courts that your corporation is valid and legitimate. Bylaws also help to establish rules so you can keep your corporate assets and debts separate from your personal ones.

Keeping Minutes of your director and shareholder meetings is also mandated by New York. Your Corporate Minutes should be maintained at either your corporate office with your other company records, or with your designated agent. The Minutes are a historical record of your corporation's decisions, tracking votes on important business decisions and helping secure your corporate status.

We wish you success with your new New York corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford. 

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in New York or domestic corporations that also operate in New York. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.