Checklist to set up a business in New York

1. Create business plan
2. Choose State of Incorporation: New York, Delaware or other
3. Choose Entity Type: business corporation, LLC, not for profit corporation, PLLC, PC or other
4. Choose your company’s name and alternatives
5. Prepare and file formation documents
6. Obtain federal tax number (“Employer Identification Number” or “EIN”)
7. Register with NYS Tax Department
8. Open bank account
9. Obtain any necessary licenses or permits, including sales tax permit
10. Lease office space if necessary and hire staff
11. Remember your annual reports, tax filings and other obligations

Corporate Name Endings

* The name must contain one of the following words or an abbreviation thereof: “corporation”, “incorporated”, “limited”. The name may not be same as that of any domestic or authorized foreign corporation or reserved name or so similar thereto as to be confusing. The name may not contain any word or phrase indicating that corporation is formed for any purpose other than purpose for which corporation may be and is formed. The use of certain enumerated words and abbreviations including banking, insurance and various professions is prohibited or restricted.

Articles of Incorporation Requirements

Director Information

• Minimum Number – Three or more, except if the corporation is owned by less than 3 shareholders, in that case the corporation may have less than three directors but that number may not be less than the number of shareholders
• Residence Requirements. – No provision.
• Age Requirements – Must be 18 years old.
• Directors are not required to be listed in the articles of incorporation.

Officer Information

• The officers are not required to be listed in the articles of incorporation.

Yearly Requirements

Annual Statements

• Each domestic corporation and foreign corporation authorized to do business in New York must file a biannual statement of addresses and directors. The applicable filing period for a corporation is the calendar month during which its original certificate of incorporation or application for authority was filed (or the effective date thereof). The reporting periods run from April 1 through March 31. A $9 filing fee must accompany each statement.

Franchise Tax Rate – Based on two Factors

A general business corporation that is subject to tax under Article 9-A is every corporation except:

• an insurance corporation (including certain for-profit HMOs) (Article 33);
• a transportation and transmission corporation (other than aviation corporations, corporations principally engaged in transportation, transmission, or distribution of gas, electricity, or steam (TTD corporations), and non-electing railroad and trucking corporations) (Article 9);
• certain cooperative corporations;
• a nonstock or not-for-profit corporation, no part of whose net earnings inures to the benefit of any officer, director, or member;
• a continuing section 186 taxpayer (Article 9).

The tax rates and fixed dollar minimum tax amounts provided on this page are for New York C Corporations only. The business income base equals federal taxable income, minus investment income and other exempt income, apportioned to New York State with certain modifications for items of income and deduction that New York treats differently. The current tax rates for business income are as follows:

The business capital base is the total business capital apportioned to New York State after deducting short-term and long-term liabilities attributable to assets. The current tax rate is .05% for general business taxpayers, .038% for qualified New York manufacturers and QETCs, and .04% for qualified cooperative housing corporations. (A new small business corporation may claim an exemption from the tax on this base for its first two tax years if it meets certain requirements.)  The tax on capital is limited to $350,000 for qualified New York manufacturers and QETCs, and $5 million for all other taxpayers.

The fixed dollar minimum (FDM) tax is determined by the corporation’s New York State receipts. The current amounts of the FDM tax are as follows:

Fixed dollar minimum tax for general business taxpayers

Fixed dollar minimum tax for qualified New York manufacturers and QETCs

Fixed dollar minimum tax for non-captive REITs and non-captive RICs

The metropolitan transportation business tax (MTA surcharge) applies to corporations that do business, employ capital, own or lease property, maintain an office, or derive receipts from activity, in the Metropolitan Commuter Transportation District (MCTD). The MCTD includes the counties of New York (Manhattan), Bronx, Kings (Brooklyn), Queens, Richmond (Staten Island), Rockland, Nassau, Suffolk, Orange, Putnam, Dutchess, and Westchester.

Estimated tax is the amount of estimated franchise tax for the current tax year minus the amount of estimated allowable tax credits for the current tax year. A corporation doing business in the Metropolitan Commuter Transportation District that owes estimated franchise tax must also pay an estimated MTA surcharge.

For more information on taxes, visit NYS Department of Taxation and Finance