New Filing Issues
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.
No publishing is required for new corporations.
· 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.
· Officers: Not required to be listed on Articles.
· Stock: Number of shares or par value alters filing fees or annual fees.
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.
· 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
A $9 filing fee must accompany each biennial statement.
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 [email protected] 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.
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
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).
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.
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.