There is no mechanism in the United States to incorporate on the federal level. A company interested in incorporating or forming a partnership or limited liability entity must contact each state's licensing authority individually.
What is a business corporation? 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. How do I form a business corporation? A business corporation may be formed by filing a Certificate of Incorporation pursuant to Section of the Business Corporation Law.
The Department of State has prepared instructions intended for use by first-time domestic incorporators. It includes answers to commonly asked questions, names and addresses of other government agencies that a corporation may need to contact, instructions for completing a Certificate of Incorporation, tax information, and fee information. 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 of the Business Corporation Law. The initial by-laws of a corporation are adopted by its incorporator or incorporators at the organization meeting.
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.
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. 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.
What is a Professional Service Corporation? One or more professionals may form, or cause to be formed, a professional service corporation P. A form for filing the Certificate of Incorporation for a P. How do I determine if the name I want to use is available? The Division of Corporations is required by statute to reject for use any corporate, limited partnership, or limited liability company name that is not "distinguishable" from existing names on file. The only avenue to determine whether a name is available for a corporation, limited partnership or limited liability company is to make a name availability inquiry.
The Corporation and Business Entity Database online search is intended for status inquiries of entities already on file with the Department of State. Customers are cautioned to avoid interpreting database search information as an indication that a name is or is not available for use. The written inquiry should state that you wish to determine the availability of a name and list the name or names to be searched.
Although it is not required, it is recommended that a copy of the name availability response be attached to the document you are submitting for filing. A finding that the name is available is not an approval of the name by the Department of State and is not a determination that the proposed name satisfies any particular requirement of law.
No expenditure or other commitment should be made in reliance upon the availability of a name. Please note that the Department's determination regarding the availability of a name applies only to the date and time that the name search was completed.
Requests for name availability cannot be handled by telephone. How does a foreign corporation apply for authority to conduct business in New York State? 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 of the Business Corporation Law. The word "backer" or the phrase "cover sheet," as used in filings made with the Division of Corporations, describes a page of information that must accompany each certificate submitted for filing.
For filers using preprinted forms, the backer is provided on the last page. Where can I get my corporate kit or corporate seal? Corporate kits may be purchased from a legal stationery store. A corporate kit usually contains a corporate seal, blank stock certificates and forms for the adoption of by-laws and recording the minutes of meetings.
Rather than composing their own forms, some may find it easier to use the preprinted forms provided in a corporate kit. Please note that New York State law does not require a corporation to have a seal. How do I obtain copies of documents filed with the Division of Corporations? The written request should include the following information: The exact name of the corporation or other business entity. The document s requested. The mailing address where the copies are to be mailed.
Copies of documents cannot be ordered through this website, by email or over the telephone. The Department of State does not provide copies of filing receipts. The Division of Corporations will accept written requests for copies of documents by fax.
Written requests for copies of documents may be faxed to The large volume of submissions and requests received each day by the Division makes it impracticable for Division staff to verify receipt of individual customer submissions. Please do not call the Division for verification of receipt after submitting a certificate or request by fax. If you do not receive correspondence from our office after a reasonable period of time has elapsed, you may contact the Division at for further instructions.
Please note that copies will be returned by first-class mail. We do not provide these copies by fax. You may request that your copies be returned to you by overnight delivery service by enclosing a prepaid shipping label with your request.
The Department of State will not accept prepaid shipping labels with the Department of State listed as the sender. The prepaid shipping label must list yourself as the sender and the receiver.
How do I obtain a Certificate of Status? The written request must include the following information: A specific statement requesting a Certificate of Status. A statement as to whether the request is for routine processing or expedited processing. The mailing address where the Certificate of Status is to be mailed. Certificates of Status cannot be ordered through this website, by email or over the telephone.
The Division of Corporations will accept written requests for Certificates of Status by fax. Written requests for Certificates of Status may be faxed to Please note that a Certificate of Status will be returned by first-class mail. We do not provide these documents by fax. You may request that your certificate be returned to you by overnight delivery service by including a prepaid shipping label with your request. How do I file a Certificate of Assumed Name?
Corporations, limited partnerships, and limited liability companies are required by statute to conduct activities under their true legal name.
If a corporation, limited partnership, or limited liability company desires to conduct activities under a name other than its true legal name, a certificate complying with Section of the General Business Law must be filed with the New York State Department. Each certificate is printed on 11" x 14" parchment paper and is suitable for framing.
Send your request to: Albany, New York For additional information: Requests for copies of documents, certificates under seal, name availability, service of process and all documents submitted for filing may be paid by credit card or debit card.
With the exception of service of process, which must be made in person, all documents submitted for filing and written requests for other services may be faxed or otherwise delivered to the Division of Corporations. You may fax a document submitted for filing to the Division of Corporations at Written requests for copies of documents, certificates under seal and name availability may be faxed to Biennial Statements may be faxed to Please note that filing receipts, copies, certificates under seal and responses to name availability requests will be returned by first-class mail.
You may request that your filing receipt or other document be returned to you by overnight delivery service by including a prepaid shipping label with your request. May I fax a request to the Division of Corporations? The Division of Corporations will accept requests for filings of documents, copies, certificates under seal and name availability by fax. Biennial and LLP Statements may be faxed to With faxes, we recommend that you submit your certificate or request only once.
Sending multiple submissions of the same certificate or request may result in duplicate filings or multiple performance of the same service with an applicable and non-refundable fee charged.
The Division of Corporations, State Records, and Uniform Commercial Code receives a large amount of submissions throughout the day which makes it unlikely that a duplicate submission will be recognized as such prior to its processing. Therefore, there exists the possibility of duplicate filings or services occurring on the same day with associated fees being charged.
Please note that filing receipts, copies, certificates under seal and responses to name availability requests will be returned by first-class mail by the United States Postal Service. Overnight delivery service providers pick up outgoing packages from the Division of Corporations prior to the end of our business day. In this case, your overnight package may not leave the Department of State until the following business day.
How do I get information on a corporation or other business entity? What information is available? The records of the Division of Corporations may be searched on this site.