Business Corporation Formation Filing Requirements in New York
At a glance
| Governing law and formation record | New York Business Corporation Law; deliver a certificate of incorporation to the Department of State (BCL §§ 402-403) |
|---|---|
| Incorporator and signature | One or more natural persons age 18+; each incorporator signs and gives a name and address (BCL §§ 401, 402(a)) |
| Name, purpose, and duration | Name uses corporation/incorporated/limited or abbreviation; certificate states purposes and required regulated-activity proviso; perpetual unless another duration is stated (BCL §§ 301(a), 402(a)(1)-(2), (9)) |
| Agent, office, and addresses | State the New York county of the corporate office; designate Secretary of State for process and give a U.S. mailing address; registered agent and service email are optional (BCL § 402(a)(3), (7)-(8)) |
| Shares, classes, and par value | State total authorized shares and par value or no-par status; multiple classes require counts, designations, rights, preferences, and limitations, with series terms or board authority as applicable (BCL § 402(a)(4)-(6)) |
| Directors and other disclosures | Initial directors and officers are not required certificate fields; each incorporator's name/address and the filer's name/address are public filing information (BCL § 402(a); DOS form) |
| Optional and restricted provisions | May add lawful business, governance, shareholder/director/officer, bylaw, and limited director-liability terms; regulated names or purposes may require attached approval or consent (BCL §§ 301(a), 402(b)-(c)) |
| Method, fee, attachments, and effect | $125; online or mail filing; restricted name/purpose approvals when applicable; existence begins on filing or a stated date up to 90 days later (BCL § 403; DOS instructions) |
| Initial report, publication, and follow-up | No initial DOS report or newspaper publication; DOS notifies Tax, the corporation supplies its federal ID number, and the first $9 biennial statement is due 2 years after formation (DOS instructions) |
| Organization, officers, and bylaws | Incorporators adopt bylaws and elect directors after formation; with 2+ incorporators, mailed meeting notice is at least 5 days, or all may sign written action; board may appoint officers (BCL §§ 404, 601, 715) |
Requirements one by one
The certificate uses a county and process address
Section 402 requires the New York county in which the corporate office is located. It does not require a street principal-office address in the certificate. The certificate instead designates the Secretary of State as agent for service and gives the address where the Secretary of State mails process. A separate registered agent and an email for electronic-service notice are optional.
The incorporator is a natural person age 18 or older. Each incorporator signs and supplies a name and address. Initial directors and officers are not among the mandatory certificate fields.
Share terms and par treatment are public charter terms
A one-class corporation states its authorized-share count and either the par value or that the shares have no par value. The Department's basic form uses 200 common shares without par value, but that is a form default rather than a statutory required number.
Multiple classes require the count and designation of each class plus its relative rights, preferences, and limitations. Preferred series require the applicable series variations and any authority given to the board.
Filing starts existence unless the certificate delays it
The Department accepts online filing or a completed certificate mailed with the current $125 fee. Section 403 starts corporate existence when the Department files the certificate, but the certificate may state a later date no more than 90 days after filing.
A restricted corporate name or regulated purpose can require an approval or consent with the filing. The ordinary all-purpose clause expressly excludes a regulated activity until its required approval is obtained.
Incorporators complete the first organization
After existence begins, the incorporators adopt the initial bylaws, elect the directors, and handle other organization business. If two or more incorporators use a meeting, the caller mails at least five days' notice to the others. They may instead act through an instrument signed by every incorporator or attorney-in-fact. The board may then appoint the officers under § 715, unless the certificate places specified officer elections with shareholders.
What trips people up
The New York office field is a county, not a street address. In New York City, the Department instructions use the legal county name, including Kings for Brooklyn and Richmond for Staten Island.
Business corporations do not use the newspaper-publication step associated with New York LLC formation. The first recurring Department filing is the $9 biennial statement two years after incorporation, not an immediate initial report. The Department separately notifies the tax agency of formation, after which the corporation supplies its federal identification number.
Common questions
Must the certificate name the initial directors?
No. Section 402 does not require their names. The incorporators elect the initial directors during organization after corporate existence begins.
Is a separate New York registered agent required?
No. The certificate must designate the Secretary of State for service of process. A separate registered agent is optional.
Does every corporation authorize 200 no-par shares?
No. That is the Department's basic-form clause. Section 402 permits a different authorized count and par-value structure if the certificate states the required terms.
Statutes and sources
- New York Business Corporation Law §§ 301, 401-404, 601, and 715 — current official text for name, incorporators, certificate contents, effectiveness, organization, bylaws, and officers, accessed August 13, 2026.
- New York Department of State Certificate of Incorporation page and Form DOS-1239-f — current filing routes, certificate instructions, $125 fee, form fields, tax-account handoff, and biennial-statement timing, accessed August 13, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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