In 2023, there were 2.2 million small businesses in New York. Incorporating a business in New York State is an important step that can turn a business idea into a legal entity that’s able to raise capital and scale. The incorporation process is relatively straightforward once you understand how the filings, fees, and legal steps fit together.

Below, we’ll explain how to incorporate in New York State, including how it can benefit your business and how much it costs.

What’s in this article?

• What does it mean to incorporate in New York State?
  
• What are the advantages of forming a corporation in New York State?
  
• How much does it cost to incorporate in New York State?
  
• What are the steps to legally incorporate your business in New York State?
  
• How Stripe Atlas can help
  

What does it mean to incorporate in New York State?

Incorporation means your business becomes its own legal entity, separate from you or anyone else who owns it. In New York, your corporation can open bank accounts, take on debt, or be sued in its own name.

Corporations are different from sole proprietorships because they’re built for scale and permanence. They can issue stock, raise capital from investors, and exist indefinitely even if a founder leaves or dies. In exchange, corporations must keep records, file annual reports, and follow other compliance requirements.

Incorporating in New York signals stability, credibility, and long-term intent, whether you’re forming a small design studio or a startup that’s ready to raise its first round of funding.

What are the advantages of forming a corporation in New York State?

When you incorporate, you’re making your business an independent legal entity. In New York, that structure comes with several benefits.

Liability protection

A corporation shields your personal assets from business debts and lawsuits. If something goes wrong with your business, your personal savings, home, and car are protected. A limited liability company (LLC), another common business structure, also offers this protection as a benefit.

Easier access to funding

Investors and banks take corporations seriously because they’re built for accountability. Corporations can issue stock, bring on cofounders, and raise outside capital.

An easier path to growth

Once you incorporate, you can add shareholders, grant stock options, and set up bylaws that define how decisions get made. That framework makes it easier to grow, hire, and plan for the long term.

Access to New York’s business environment

Incorporating in New York puts your business in an established legal environment. New York’s corporate law is well established, the courts have experience with complex cases, and the professional network of lawyers, accountants, and investors is strong. Incorporating in New York carries weight for companies that plan to scale or attract national attention.

Business longevity

Corporations don’t hinge on one founder or partner. They exist indefinitely so the business can keep running, developing, and changing ownership without starting over from scratch. Incorporation signals that your business is built to last.

How much does it cost to incorporate in New York State?

The state filing fee for a certificate of incorporation is $125, paid to the Department of State. You’ll also pay a $10 fee, if you want a certified copy of your filing for your records.

Corporations must file a biennial statement: a simple update that confirms the company’s stakeholders and contact details. That has a $9 filing fee.

Depending on your setup, you might also budget for a registered agent service, if you don’t want to use your own address. Those costs vary but are often modest for small companies.

If your corporation plans to operate in New York City, additional costs for local business taxes or permits might apply.

What are the steps to legally incorporate your business in New York State?

Incorporation in New York follows a clear sequence of steps that build the foundation of your company’s legal structure.

Choose a name that qualifies

You must pick a business name that’s distinct from that of any other New York business. You can check availability in the Department of State’s Corporation and Business Entity Database. The name has to include “Corporation,” “Incorporated,” or “Limited,” which can be abbreviated as “Corp.,” “Inc.,” or “Ltd.” respectively. Some protected words, such as “bank,” “trust,” and “education,” require state approval to use.

Appoint a registered agent

Every corporation needs a point of contact for legal notices and official mail. You can designate yourself, another individual, or a professional registered agent service. In New York, the secretary of state automatically acts as an agent for service of process, but you can (and usually should) add your own agent for efficiency.

File your certificate of incorporation

Register with the New York Department of State. The certificate of incorporation lists your company name, business purpose, county location, stock structure, and the name of your registered agent. Once it’s accepted, your business officially exists.

Create corporate bylaws

Bylaws are legally required and serve as your internal rule book. They reflect how the company is governed, how officers are appointed, and how major decisions get approved. You don’t file them with the state, but they’re required for bank accounts, investors, and long-term clarity.

Hold your first board meeting

The organizational meeting is where the board adopts the bylaws, appoints officers, authorizes issuing stock, and sets the company’s fiscal year. Even if you’re a solo founder, record the decisions in writing to properly maintain your corporate form.

Register for New York taxes

Depending on your corporation’s activities, you might need to register for state corporate taxes, sales tax, and employer withholding tax. The New York Business Express portal walks you through what applies to your industry.

Keep your records current

Maintain accurate records of meetings, stock issuance, and ownership, and remember to file the state’s biennial corporate statement. Consistent documentation will help protect your corporation if you’re ever audited or face legal scrutiny.

How Stripe Atlas can help

Stripe Atlas sets up your company’s legal foundations so you can fundraise, open a bank account, and accept payments within two business days from anywhere in the world.

Join 75K+ companies incorporated using Atlas, including startups backed by top investors like Y Combinator, a16z, and General Catalyst.

Applying to Atlas

Applying to form a company with Atlas takes less than 10 minutes. You’ll choose your company structure, instantly confirm whether your company name is available, and add up to four cofounders. You’ll also decide how to split equity, reserve a pool of equity for future investors and employees, appoint officers, and then e-sign all your documents. Any cofounders will receive emails inviting them to e-sign their documents, too.

Accepting payments and banking before your EIN arrives

After forming your company, Atlas files for your Employer Identification Number (EIN). Founders with a US Social Security number, address, and cell phone number are eligible for IRS expedited processing, while others will receive standard processing, which can take a little longer. Additionally, Atlas enables pre-EIN payments and banking, so you can start accepting payments and making transactions before your EIN arrives.

Cashless founder stock purchase

Founders can purchase initial shares using their intellectual property (e.g., copyrights or patents) instead of cash, with proof of purchase stored in your Atlas Dashboard. Your IP must be valued at $100 or less to use this feature; if you own IP above that value, consult a lawyer before proceeding.

Automatic 83(b) tax election filing

Founders can file an 83(b) tax election to reduce personal income taxes. Atlas will file it for you—whether you are a US or non-US founder—with USPS Certified Mail and tracking. You’ll receive a signed 83(b) election and proof of filing directly in your Stripe Dashboard.

World-class company legal documents

Atlas provides all the legal documents you need to start running your company. Atlas C corp documents are built in collaboration with Cooley, one of the world’s leading venture capital law firms. These documents are designed to help you fundraise immediately and ensure your company is legally protected, covering aspects like ownership structure, equity distribution, and tax compliance.

A free year of Stripe Payments, plus $50K in partner credits and discounts

Atlas collaborates with top-tier partners to give founders exclusive discounts and credits. These include discounts on essential tools for engineering, tax, finance, compliance, and operations from industry leaders like AWS, Carta, and Perplexity. We also provide you with your required Delaware registered agent for free in your first year. Plus, as an Atlas user, you’ll access additional Stripe benefits, including up to a year of free payment processing for up to $100K in payment volume.

Learn more about how Atlas can help you set up your new business quickly and easily, or get started today.