New York Corporation & LLC Filing Requirements

Disclaimer

SmallBiZ.com is not associated in any way, either directly or indirectly with any local, state, or federal governmental agency. Below is the state governmental agency info which handles corporation filings. You can download any of the state's filing forms for free directly from the state's website and do not have to use SmallBiZ.com to file them with the state. For more information, see the SmallBiZ Filing Service.

We are providing the following for informational purposes only, which should not be a replacement for the advice of those licensed to give tax and legal advice. Further, although we make every effort to keep the information up-to-date, we make no guarantees as to the accuracy of the information presented in this current revision. Please report any problems you encounter to us by CLICKING HERE (please include state and defective link in your report).

 

General Info

Agencies

If you have further questions regarding business filings or fees, need additional filing forms, or want to contact your state's business division, here is the agency's contact information.

 

New York State Department of State
Division of Corporations, State Records,
and Uniform Commercial Code
One Commerce Plaza, 99 Washington Avenue, Suite 600
Albany, NY 12231-0001
(518) 473-2492
FAX: 518-473-1654

E-mail: corporations@dos.state.ny.us
http://www.dos.state.ny.us/corps/

 

 

If you have further questions regarding business taxes, need additional tax forms, or want to communicate with your state's tax division, here is the agency's contact information.

 

Department of Taxation and Finance

Capital Region District Office
One Broadway Center, 9th Floor
Schenectady, NY 12305
Business Tax: (518) 485-6027 or

1-888-698-2908 (Toll Free In-State Only)

Miscellaneous Tax Questions: (518) 457-5735 or
1-800-470-4353 (Toll Free In-State Only)

http://www.tax.state.ny.us/

New York State Statutes

To research the State Statutes for New York Corporations, LLCs or Partnerships, click here.

 

Licensing

 

Occupational

Certain types of businesses in the state are required to obtain a license and pay a fee. The following is partial list (Please check with your state at (518) 474-3817 to make sure your business is complying with the license requirements for your particular profession or go to the New York State Professions Web site):

 

          Architects

          Brokers

          Chiropractors

          Dentists

          Engineers

          Family Therapists

          Geologists

          Nurses

          Optometrists

          Pharmacists

          Physical Therapists

          Veterinarians

 

General NY Business Taxes

Name Check

Click here to check your company name:  Company Name Check

 

Corporations 

 

New Filing Issues

 

Corporate Name

Your corporation name must include either "Corporation", or "Incorporated", or "Limited", or "Corp.", or "Inc.", or "Ltd."  No other names are allowed for business corporations. 

 

Publishing

No publishing is required for new corporations. 

 

Director Requirements

·          At least three directors if three or more shareholders. If only one shareholder, can have one director. If only two shareholders, can have as few as two shareholders; 

·          No residence requirements; 

·          Must be at lease 18 years old; 

·          Initial Directors not required to be listed on Articles of Incorporation.

 

Other Requirements

·          Officers: Not required to be listed on Articles.

·          Stock: Number of shares or par value alters filing fees or annual fees.

 

Corporate Records - The following are required to be kept in your records to be located at principal office:

·          Articles of incorporation and all amendments;

·          Current bylaws;

·          Minutes of shareholders' meetings;

·          Records of shareholders' actions taken without a meeting;

·          Stock transfer ledger.     

 

Other Forms

·          Certificate of Change ($30) - Change address, county or registered agent info

·          Certificate of Amendment ($60) - To amend your articles of incorporation 

·          Certificate of Dissolution  ($60) - To dissolve a business

·          State Sales Tax Certificate of Authority - Must be filed at least 20 days, but not more than 90 days, before doing business

 

Sub S Qualification - If your corporation is qualified by the IRS to act as a Sub S corporation, you will want to notify the NY Dept. of Taxation:

·         Form CT-6    - File this form to be qualified as a Sub S in NY

·         Form CT-6 Instructions

 

Annual Filing Requirements

 

Biennial Statements

Fee:

A $9 filing fee must accompany each biennial statement.

Forms:

Biennial Statements are sent one month prior to the due date to the corporations registered agent, or they may be requested in writing from the Secretary of State. You may also contact the Statement Unit by fax at (518) 486-4680, by E-mail at corporations@dos.state.ny.us or by calling (518) 473-6385.

File Online:  You can file your Biennial Statement online HERE (From M-F 6AM to 7:30PM
 EST) .  NOTE:  You must have your DOS ID Number (from mailed Statement) and exact business name to submit your Biennial Statement online.

 

Due Date:

Each domestic and foreign corporation authorized to do business in NY must file a Biennial Statement of directors including their addresses. 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).

 

 

Corporation Franchise Tax Return

Tax:

First, the franchise tax is based on the highest of: 7.5% of net income, 0.15% of capital (not to exceed $350,000), 2.5% of minimum taxable income, or a fixed dollar minimum tax ranging from $100 to $10,000. Second, a subsidiary tax of 0.9 mill per $1 of subsidiary capital is added.

 

New York has a special lower graduated tax rate for qualified small businesses. To qualify, your business cannot have net income greater than $290,000 or capital or paid-in surplus of more than $1 million. The amount of tax imposed will be 6.85% of net income at or below $200,000; $13,700 plus 7.5% of net income between $200,000 and $250,000; or $13,700 plus 3.25% of the net income base that exceeds $250,000.

 

The law provides that New York S corporations subject to Tax Law Article 9-A will only be subject to the fixed dollar minimum tax when computing their New York State corporation franchise tax liability. As a result, all New York S corporations taxable under Article 9-A must now file using Form CT-3-S on an individual basis for calendar and fiscal years beginning in 2006 and all tax years beginning thereafter.


Minimum Tax
= $800 (unless certain qualifications are met, at which time minimum tax is $100).

 

Forms:

Form CT-3 - 2013 Corporation Franchise Tax Return (instructions)
Tax Forms List - General Business Corporation Tax Forms
Form CT-3-S - 2013 S Corporation Franchise Tax Return (instructions)
Tax Forms List - S Corporation Tax Forms

E-File Available - For more information, go here.

 

Due Date:

 

File your tax return within 2½ months after the end of your reporting period. If you are reporting for the calendar year, your return is due on or before March 15th.

 

  Limited Liability Company

 

New Filing Issues

 

Publishing

Per Section 206 of New York state statutes, within 120 days from its effective date, a newly formed limited liability company is required to publish a notice of the articles of organization once each week for six successive weeks in two newspapers of the county in which the LLC has its office. The county clerk designates the newspapers in which the notices are to be published. 

After both notices have been published, the LLC must file with the Department of State an affidavit from the each of the two newspapers proving publication.  A white backer/cover sheet must accompany the publishers' affidavit, which sets forth the title of the document and the name and address of the filer.  The fee for filing each affidavit of publication is $25. 

If an LLC fails to timely file proof of publication, it may not maintain an action or proceeding in New York courts until it files the proof, and ultimately the Dept of State may dissolve the entity.

Operating Agreement

The members of a NY LLC, per Section 417 of the Limited Liability Company Law, are required to adopt a written operating agreement. The operating agreement must be adopted within 90 days after the filing of the Articles of Organization.

 

The operating agreement is the primary document that establishes the rights, powers, duties, liabilities and obligations of the members between themselves and with respect to the LLC. It is an internal document of the LLC and is not filed with the Department of State. The law is silent on the consequences of not adopting an operating agreement. SmallBiZ.com provides an Operating Agreement on CD with a Deluxe LLC Kit. Order Here

 

Other Requirements

Must have at least one Member.

Company Name

Your LLC name must include either "Limited Liability Company", or "LLC".  No other names are allowed for LLCs.

  

Annual Filing Requirements

  

Biennial Statements

Fee:

A $9 filing fee must accompany each Biennial Statement.

 

Forms:

Biennial Statements are sent one month prior to the due date to the company's registered agent, or they may be requested in writing from the Secretary of State. You may also contact the Statement Unit by fax at (518) 486-4680, by E-mail at corporations@dos.state.ny.us or by calling (518) 473-6385.

File Online:  You can file your Biennial Statement online HERE (From M-F 6AM to 7:30PM
 EST) .  NOTE:  You must have your DOS ID Number (from mailed Statement) and exact business name to submit your Biennial Statement online.

 

Due Date:

LLCs authorized to do business in NY must file their Biennial Statement in the calendar month during which the original articles of organization were filed.

 

Annual State Tax  

Taxes are based on the federal tax status of the LLC (i.e. as a partnership, disregarded entity or corporation).  Below are the forms for 

LLC Tax Return

Tax:

For tax years beginning on or after January 1, 2008, the filing fee paid with Form IT-204-LL, Limited Liability Company/Limited Liability Partnership Filing Fee Payment Form, is based on the New York source gross income of the limited liability company (LLC), or limited liability partnership (LLP).

The minimum filing fee for tax years beginning on or after
January 1, 2008, is $25 with a maximum fee of $4,500. In addition, an LLC that is a disregarded entity for federal income tax purposes is subject to a filing fee of $25.

 

Forms:

Form IT-204-LL - 2013 LLC Tax Return (instructions)
Form IT-204 - 2013 Partnership Tax Return (instructions)
Schedule K - 2013 Partners Schedule K (instructions)
LLC/Partnership Forms List - 2013 LLC/LLP/Partnership Forms

 

Due Date:

Form IT-204 must be filed within 3½ months after the end of the reporting period. If reporting for the calendar year, the return is due on or before April 15th.

 

Form IT-204-LL must be filed within 30 days after the last day of the tax year of the LLC or LLP, or before January 30th for calendar year filings.