New York Corporation Laws

Many people dream of one day starting their own business. However, whether or not to incorporate that business may not be the first thing these ambitious entrepreneurs think about. New York corporate laws provide incorporators with various benefits including limited liability, tax exemptions, and brand protection. This is a quick summary of the corporate laws in New York.

New York Corporate Laws Protect You and Your Business

Protecting personal liability is the number one reason most people decide to form a corporation. Properly forming the corporation is the first step in order to gain all of the benefits and protections that the New York corporate laws offer. The following table outlines the specifics of New York corporate laws.

Code Sections

New York Business Corporation Code

Formation

Under New York corporate laws, a corporation is created by one or more natural people over the age of 18 through a certificate of incorporation that is filed with the Secretary of State.

Certificate of Incorporation

New York requires that a valid certificate of incorporation contains:

  • Signature and address of each incorporator

  • Name of the corporation

  • Purpose of the corporation

  • County where the corporation's main office is located

  • Information on amounts and types of shares.

Corporation Name

Generally, the name of a corporation must contain the word "corporation", "incorporated"; or "limited", or an abbreviation of one of such words. Also, the name must be distinguished from already existing names of corporations

Corporation Purpose

Usually, a corporation may be formed for any lawful business purpose. The approval of the industrial board of appeals is required for the filing of any certificate of incorporation.

General Powers

New York corporate laws state that a corporation has the power to:

  • Have perpetual duration

  • Sue or be sued

  • Contract

  • Invest

  • Elect officers

  • Exercise all necessary and proper powers to effect any or all of the purposes for which the corporation is formed.

Board of Directors

The business of a corporation shall be managed under the direction of its board of directors. Each member must be at least eighteen years of age. The certificate of incorporation or the by-laws may also prescribe required amounts of members for the board and other qualifications for its directors.

Fees

Under New York corporate laws, the filing fee is $125, plus a minimum tax of $10 based on the number of shares authorized in the certificate

To learn more about New York corporation laws, visit New York's Department of State, Division of Corporation's frequently asked questions page. If you would like legal assistance with forming a corporation or other corporation laws, you can contact a New York business organization law attorney. You can also visit FindLaw's sections on corporate laws for more articles and information on this topic.

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