To register in New York this package price includes (most popular for USA residents): Search name availability for your LLC in New York Includes one-time filing fee in New York and our one-time service fee Preparation and Filing of the Certificate of Formation Formation within 24 hours of Receipt of Order with Payment A Recorded Copy of the Certificate within 5-7 Business Days of Filing The following documents will be posted to you (Note: these documents are sent to you through TNT Express Mail Service): Original Certificate of LLC Formation The following documents will be e-mailed, which you need to print and sign: 20 page New York LLC Operating Agreement ready-for-signature by email (MS Word) Minutes or Consents Documentation of Organizational Meeting (MS Word) Federal Tax ID Number Form (PDF)
Classic Package
£ 254.00
Renewal fees from £178
To register in New York this package price includes (most popular for USA and EU residents): Search name availability for your LLC in New York Includes one-time filing fee in New York and our one-time service fee Preparation and Filing of the Certificate of Formation Formation within 24 hours of Receipt of Order with Payment Filing Certificate of Formation with the State government until completion of Incorporation A Recorded Copy of the Certificate within 5-7 Business Days of Filing New York Resident Agent for 12 months Registered Address in the State of New York for 12 months The following documents will be posted to you (Note: these documents are sent to you through TNT Express Mail Service): Original Certificate of LLC Formation The following documents will be e-mailed, which you need to print and sign: 20 page New York LLC Operating Agreement ready-for-signature by email (MS Word) Minutes or Consents Documentation of Organizational Meeting (MS Word) Federal Tax ID Number Form (PDF)
Deluxe Package
£ 394.00
Renewal fees from £318
To register in New York this package price includes (most popular for overseas residents): Search name availability for your LLC in New York Includes one-time filing fee in Delaware and our one-time service fee Preparation and Filing of the Certificate of Formation Formation within 24 hours of Receipt of Order with Payment A Recorded Copy of the Certificate within 5-7 Business Days of Filing New York Resident Agent for 12 months Registered Address in the State of New York for 12 months Nominee LLC Member (Manager) for 12 months The following documents will be posted to you (Note: these documents are sent to you through TNT Express Mail Service, and are to be completed upon arrival): Original Certificate of LLC Formation 20 page NYS LLC Operating Agreement signed by nominee Minutes or Consents Documentation of Organizational Meeting signed by nominee Pre-signed, undated resignation letter from Nominee Member General Power of Attorney signed by Nominee An indemnity Letter for General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees Federal Tax ID Number Form (PDF)
Legal Requirements
NYS LLC subscribers may be residents outside the U.S.A. New York LLC may be organized by one person. The organizer need not be a natural person, nor a member. You must appoint a minimum of 1 member. Members can be corporate bodies or private individuals. A member can be of any nationality. The owners are called members. An LLC can have an unlimited number of members (owners). While the New York Act permits a New York LLC to be managed by its members, it does not require members to be managers. A limited liability company may be either member-managed or manager- managed. The members direct the management of the LLC unless a manager is named. Most states require that an LLC have a Registered Agent who maintains a registered office within the state of formation. All LLCs incorporated in the State of New York are required to file an Annual Franchise Tax Report and to pay a franchise tax. The income of a limited liability company passes through to its members, who report the income on their personal tax returns. LLCs are allowed to have subsidiaries without restriction.
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1. Minimum Number of Incorporators - One or more. 2. Eligibility Requirements - None. 3. Duties - Delivering articles of incorporation to the Secretary of State for filing. 4. Listing Requirements - The name and address of each incorporator. 5. Corporate Purpose: New York allows a corporation to be formed for any lawful purpose(s). 6. Minimum Number of Directors - One or more. 7. Eligibility Requirements - The articles of incorporation or bylaws may list director qualifications. A director does not need to be a resident of this state or a shareholder of the corporation unless stated in the articles of incorporation or bylaws. 8. Listing Requirements - When incorporating in New York, directors are not required to be listed in the Articles. Either the articles or the bylaws may specify the number of directors. 9. Officers are not required to be listed in the articles of incorporation. 10. The articles must list the number of shares the corporation is authorized to issue, including certain information on classes and the par value of each share.
DEAR VISITORS, If you want to become familiar with the description and the contents of New York company formation packages, offered by our company and to find above, what kind of service is included in this or that New York incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We are not able to guarantee that any such filing will be acceptable to Secretary of State, nor are there any contractual obligation upon us to do so. If Secretary of State rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Secretary of State does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.uk-company-formation-agents.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
Coddan Can Incorporate in New York or Form a New York LLC. Why Incorporate in the State of New York?
Thinking of starting a business? If the answer is yes, then this is the place for you. To form a corporation in New York, Articles of Incorporation must be drafted and submitted to the New York Secretary of State, Corporations Division. Once articles of incorporation have been successfully filed, your New York corporation has been formed and thus begins its existence as a corporate entity.
Whether you are starting a new business or purchasing an existing one, you will need some basic information about New York State's Tax Law and regulations. Your tax responsibilities as a new business owner, whether you start a business or buy an existing business, will vary depending on the type of organization or entity you operate. Regardless of the type of organization you choose, you and your business must comply with federal laws and with the laws of any state in which you operate your business. Many non-US residents are forming companies in the United States, some of which are operating within the country, others of which are operating entirely outside. With the proliferation of the Internet, many non-US citizens are forming U.S. companies to own their web sites even though they have no tangible connection with the US other than the registration of their company. In general, there are no citizenship or residency requirements to forming a company in the US. However there are several factors that should be considered.
Everyone recognizes that the United States is a primary location for international business. The presence of good banks, advanced infrastructure, a consistent legal system and a stable government are all characteristics of the United States that are taken for granted. However, many people do not realize the enormous tax benefits given to non-resident aliens making passive income in the United States. The United States does not tax non-resident aliens for any interest income or dividend income derived from the United States. Also there are zero capital gains on profits from investments. Only active United States derived income is taxed, and depending on the corporate structure, this income may be taxed at a very attractive rate. However, there are some pitfalls to be avoided when taking advantage of these special tax benefits. How do I incorporate my business in New York? First it's important to decide what type of business structure is the most appropriate for your business. Look at the Coddan's Web site for detailed forms, instructions, and information on business incorporation in New York.
There are four basic forms of business organizations in New York: sole proprietorships, partnerships, corporations, and limited liability companies - the form you choose will affect your ability to control and profit from the business, your liability for lawsuits and the debts of the business, and the taxes you pay. The "right answer" for your business depends on your business goals and your personal style. New York businesses generally incur the following types of state fees and taxes: initial taxes, fees, and licensing costs that are incurred upon the start-up of your business, including incorporation document filing fees, limited liability company formation fees, and initial miscellaneous business fees. State taxes and fees that are due periodically after your business is up and running, which include various taxes imposed on your business income, sales and use taxes, and subsequent annual franchise tax and licensing fees. In addition, the state imposes a personal income tax on business income that passes through to you from your business.
If your business or any part of your business is located in New York State, or if you are conducting business in New York State, you should be aware that your business is required to pay sales and use taxes in the following situations, whether or not it is required to be registered as a vendor for sales tax purposes:
Your business purchases taxable goods (such as inventory) or services without payment of taxes because it intends to resell them, but it later uses those goods or services rather than reselling them. Your business purchases taxable goods without payment of taxes because it purchased them from a seller located outside New York State, and your business uses those goods in New York State.
Your business purchases taxable gas and electricity without payment of taxes because it purchased these commodities from a seller located outside New York State, and your business uses that gas and electricity in New York State. Your business sends goods out of New York State to have a taxable service performed on those goods and it does not pay tax and then uses those goods in New York State. Your business purchases taxable goods or services in New York State without payment of taxes. Your business purchases taxable goods in one county or city in New York State and then uses the goods in a county or city with a higher rate of tax than where it purchased the goods. Your business has a taxable service performed on goods in one county or city in New York State and then uses the goods in a county or city with a higher rate of tax than where it had the taxable service performed.
Taxes due in the above situations are generally computed on the price paid to purchase the goods or services. Under certain circumstances, there may be a credit available for the amount of tax paid in the state, county, or city where your business made the purchase. Generally, your business does not owe New York State or local sales and use taxes on goods or services purchased outside New York State before it was located in New York State or before it began conducting business in New York State.
If your business is required to be registered as a vendor you must report any taxes owed on the business's purchases on the sales and use tax return. If it is not a registered vendor, report any taxes owed on Form ST-130, Purchaser's Report of Sales and Use Tax, within 20 days of the date of purchase. For purchases made outside New York State, file Form ST-130 within 20 days of the date the property or service was first brought into New York State.
Generally, income and corporation taxes are based on a one-year period called a tax year. The tax year for your business may be a calendar year beginning January 1 and ending December 31, or it may be a fiscal year consisting of any 12 consecutive months. For New York income tax purposes, the New York tax year for your business is the same as that established for federal tax purposes. The tax year is established for federal tax purposes when you file the first federal tax return for your business. The business must continue to use this tax year unless you have permission from the IRS to change it. If you are a sole proprietor, include your business income on your federal and New York State personal income tax returns.
Please Note, however, that the annual reporting period for sales tax purposes runs from each March 1 through the last day of the following February, which may differ from the tax year of a business as described above.
Description of service
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Basic New York Corporation Formation Package - £143.00 All our New York companies are general trading companies which include search name availability for your New York Corporation. Preparation and filing of Certificate of Incorporation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Incorporation. Delivery Certified Copy of the Certificate of Incorporation is delivered as hard copy by post. The following documents will be delivered via E-Mail: a professionally prepared 20 page New York Corporation By-laws ready-for-signature (Word. format). Minutes or Consents Documentation of Organizational Meeting.
Classic New York Corporation Formation Package - £218.00 All our New York companies are general trading companies which include search name availability for your New York Corporation. Preparation and filing of Certificate of Incorporation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Incorporation. New York Resident Agent for 12 months. Registered Address in the State of New York for 12 months. Delivery Certified Copy of the Certificate of Incorporation is delivered as hard copy by post. The following documents will be delivered via E-Mail: a professionally-prepared 20 page New York Corporation By-laws ready-for-signature (Word. format). Minutes or Consents Documentation of Organizational Meeting. Next Year Fees » £180.00 : Registered Address and Resident Agent Services, Annual Franchise Tax Report Preparation and Annual Franchise Tax Fee.
Deluxe New York Corporation Formation Package - £358.00 All our New York companies are general trading companies which include search name availability for your New York Corporation. Preparation and filing of Certificate of Incorporation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Incorporation. New York Resident Agent for 12 months. Registered Address in the State of New York for 12 months. We provide a company nominee director service for 12 months. A professionally-prepared 20 page New York Corporation By-laws signed by Nominee Director. Minutes or Consents Documentation of Organizational Meeting. Pre-signed, undated resignation letter from Director. General Power of Attorney. Indemnity Letter for General Power of Attorney. Agreement for the provision of nominee service and indemnification of nominees. Next Year Fees » £320.00 : Registered Address, Resident Agent, Nominee Director Services, Annual Franchise Tax Report Preparation Fee and Annual Franchise Tax Fee.
Basic New York LLC Formation Package - £179.00 All our New York LLCs are general trading companies which include search name availability for your New York LLC. Preparation and filing of Certificate of Formation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Formation. Delivery Certified Copy of the Certificate of Formation is delivered as hard copy by post. The following documents will be delivered via E-Mail: a professionally-prepared 20 page New York LLC Operating Agreement ready-for-signature (Word. format). Minutes or Consents Documentation of Organizational Meeting.
Classic New York LLC Formation Package - £254.00 All our New York LLCs are general trading companies which include search name availability for your New York LLC. Preparation and filing of Certificate of Formation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Formation. New York Resident Agent for 12 months. Registered Address in the State of New York for 12 months. Delivery Certified Copy of the Certificate of Formation is delivered as hard copy by post. The following documents will be delivered via E-Mail: a professionally-prepared 20 page New York LLC Operating Agreement ready-for-signature (Word. format). Minutes or Consents Documentation of Organizational Meeting. Next Year Fees » Single Member LLC - £178.00 : Registered Address and Resident Agent Services, Annual Franchise Tax Report Preparation and Annual Franchise Tax Fee.
Deluxe New York LLC Formation Package - £394.00 All our New York LLCs are general trading companies which include search name availability for your New York LLC. Preparation and filing of Certificate of Formation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Formation. New York Resident Agent for 12 months. Registered Address in the State of New York for 12 months. One nominee LLC member for 12 months. Pre-signed, undated resignation letter from Nominee Member. General Power of Attorney signed by Member. Indemnity Letter for General Power of Attorney. Agreement for the provision of nominee service and indemnification of nominees. A professionally-prepared 20 page New York LLC Operating Agreement (signed by nominee). Minutes or Consents Documentation of Organizational Meeting. Next Year Fees » £318.00 : Registered Address, Resident Agent, Nominee Member or Manager Services, Annual Franchise Tax Report Preparation Fee and Annual Franchise Tax Fee.
E-COMMERCE DEVELOPMENTS LLC Managed by Operating Manager. Service included: New York Registered Office and Registered Agent, Nominee Operating Manager, Nominee Member, Apostilled Certificate of Incorporation
9 May 2003
£470
GLOBAL ADVISORY SERVICES LLC Managed by Operating Manager. Service included: Registered Office and New York Registered Agent, Nominee Operating Manager, Nominee Member, Apostilled Certificate of Incorporation
9 May 2003
£470
HOOGON BUSINESS & MARKETING ASSOCIATES LLC Managed by Operating Manager. Service included: New York Registered Office and Registered Agent, Nominee Operating Manager, Nominee Member, Apostilled Certificate of Incorporation and EIN
20 August 2002
£1,450
WORLDWIDE BUSINESS DEVELOPMENT, INC Service included: Registered Office and New York Registered Agent, Nominee Director, Non-standard (specially prepared - 7 pages) Apostilled Certificate of Incorporation
14 September 2004
£570
New York Limited Liability Company (LLC) Formation
Effective October 24, 1994, New York State Law allows for the formation of limited liability companies (LLCs) in New York State (domestic LLCs). In addition, recognition is given under New York State Law for LLCs formed under the laws of other states (foreign LLCs). A new business that is an LLC, or an existing business converting to an LLC, may also have registration, permitting and bonding responsibilities for other taxes administered by the Department. The formation of a domestic New York LLC is governed by the New York Limited Liability Company Law (Chapter 34 of the Consolidated Laws). Domestic LLCs are required to register with the New York State Department of State. In addition, foreign LLCs that wish to carry on or conduct business or activities in New York State must also register with the Department of State. The Tax Department does not administer the formation and registration process.
NB: A foreign LLC that actually conducts business or other activities in New York State is not relieved of its obligation to file tax returns, and, if applicable, to pay the annual filing fee, simply because it fails to register with the Department of State.
New York LLC comes into existence when the executed Articles of Organization are filed. The Articles of Organization must include: the LLC's name. The county in which the LLC's office is to be located. The latest date on which the LLC is to dissolve, if specified. The name and address of the registered agent. A statement that all or specified members are liable in their capacity as members for the LLC's obligations, or other liabilities, if that is the case. Any other provisions the members elect to include.
The name of a NY LLC must contain the words, "Limited Liability Company", "L.L.C." or "LLC". Conversely, a New York LLC cannot contain the name "corporation" or "incorporated" and other such forbidden names contained in section 204 of the Limited Liability Company Law. Moreover, names such as "assurance", "insurance", "trust", "finance" require prior permission of the Banking Commission or Superintendent of Insurance. After submission of the Articles of Formation with the Secretary of State, it usually takes three to five days for the Secretary of State to issue a filing receipt.
Effective August 8, 1995, certain investment companies that are established and regulated under Article 12 of the New York State Banking Law are able to organize themselves as limited liability investment companies (LLICs). The LLIC option is available only to Article 12 investment companies that serve as holding companies for foreign banking operations. Also, effective July 21, 1997, certain trust companies that are established and regulated under section 102-A of the New York State Banking Law are able to organize themselves as limited liability trust companies (LLTCs). The LLTC option is available only to Article 3 trust companies that do not receive deposits from the general public and are exempt from obtaining insurance on deposits and share accounts.
Note: The State of New York had required that all Limited Liability Companies created or qualified in New York publish a notice of formation for six consecutive weeks in designated publications. Although not a requirement affecting the good standing of the company, the requirement was a condition precedent to the maintenance of litigation in New York. The County of publication depended on the County where the business office was located. Consequently, the costs of publication often added hundreds to thousands (in New York County) of dollars to the cost of formation. In a recent court decision, the requirement was held to be unconstitutional. The Department of State alludes to this decision in the letter below but takes no position as to the possible appeal of the decision or its effect.
Information on Public Record
The Articles of Formation and notice of formation are the only public information on the company. As such, all that will be on public record would be the name of the LLC, the county of its office, its method of management (whether by members or managers) and the mailing address of the company. There is no automatic requirement to disclose the beneficial owner of NY LLC to any public body.
New York LLC Share Capital
There is no minimum or maximum share capital and it can be issued in any currency. Furthermore, the initial capital can be in the form of cash or non-cash consideration.
New York LLC Members and Managers
A NY LLC can be either member-managed or manager managed and there is no restriction on the nationality, residency or citizenship requirements although, if the NY LLC does not wish to be subject to US/New York taxation and not be required to file US partnership tax returns, such managers or members should not be U.S. or New York resident in addition to other factors mentioned below under the heading of "taxation". Both members and managers can be legal or natural persons and can include corporations, or other LLC's. There must be a minimum of one member required at all times although there is no restriction on the maximum number of members. Single member LLC's are recognized in New York. There is no requirement for the manager(s) to be member(s) or vice-versa. The management of a NY LLC is vested in the members unless it is provided for otherwise.
LLC Record Keeping
Certain records are required to be kept by a NY LLC although these records need not be maintained in New York. These records include: the full name and last known mailing address of each manager, if any, of the LLC. The full name and last known mailing address of each member of the LLC together with the contribution and the share of profits and losses of each member. A copy of the LLC's Articles of Organization and all amendments thereto. A copy of the LLC's Operating Agreement. A copy of the LLC's Federal, State and local income tax/information returns and reports, if any, for the three most recent fiscal years.
New York Limited Liability Company Annual Filing Fee
Every domestic and foreign LLC that is treated as a partnership and has any income, gain, loss or deduction from New York sources is subject to an annual filing fee. The filing fee applies to each taxable year of the entity that begins on or after October 24, 1994. For purposes of the filing fee, the New York taxable year of the entity is always the same as its federal taxable year.
The total number of members or partners includes all resident and non-resident individuals, estates and trusts, and all corporations or other LLCs or partnerships that were members or partners of the entity as of the last day of its taxable year. There is no pro-ration of the filing fee if the LLC or LLP has a short taxable year for federal tax purposes. A domestic or foreign LLC that does not have any income, gain, loss or deduction from New York sources, but is required to file a New York State partnership return solely because it has a member or partner who is a New York resident, is not subject to the filing fee.
In addition, a domestic LLC with no New York source income is not subject to the filing fee solely because it was formed under the laws of New York State. Similarly, a dormant LLC having no items of income, gain or loss or deduction is not subject to the fee. Furthermore, an LLC that elects to be treated as a corporation for federal income tax purposes is not subject to the fee. A domestic or foreign single member LLC is not subject to the filing fee. This is true regardless of its level of activity in New York State.
The full amount of the filing fee due must be paid on or before the due date of the partnership return, determined without regard to any extension of time to file. In the case of a calendar year LLC, the fee must be paid no later than April 15. Every LLC required to file a New York State partnership return must complete Form IT-204-LL, Limited Liability Company Filing Fee Payment Form. Form IT-204-LL is used to remit the filing fee or to indicate why the LLC does not owe a fee for the current taxable year.
If the LLC is not requesting an extension of time to file the partnership return, Form IT-204-LL, together with a full remittance for any filing fee due, must accompany the partnership return. If the LLC or LLP is requesting an extension of time to file, Form IT-204-LL, together with a remittance for the full amount of the filing fee, must accompany the extension request. There is no extension of time for payment of the filing fee. If the LLC fails to pay the full amount of filing fee with its extension request, it will be subject to interest, and a late payment penalty of Ѕ% per month, up to a maximum of 25%, on the amount of fee not paid.
Sales and Miscellaneous Taxes
If an existing partnership becomes an LLC through a conversion agreement under section 1006 of the Limited Liability Company Law, there will generally be no need to obtain new registrations, licenses, etc. The LLC should complete the LLC Request for Information form and return it to the Tax Department.
Exception: For purposes of the taxes imposed under Tax Law Articles 12-A (gasoline and diesel motor fuel taxes), 13-A (petroleum business tax), 18 (alcoholic beverage tax), 20 (cigarette and tobacco products taxes), 21 (highway use taxes), and 21-A (fuel use tax), any change in partnership interest requires a new registration. For example, if there is an addition or substitution of a partner in the conversion to an LLC, the LLC must apply on its own behalf for any registrations, licenses or permits required under these Articles.
New York Limited Liability Company Taxation
New York follows federal tax treatment for LLC's. Therefore, where a NY LLC elects to be treated as a partnership or sole proprietorship for federal tax purposes and: has no US or New York resident partners; is not engaged in any trade or business in the US or New York and; derives no US or New York source income, then a NY LLC will not be liable to US or New York taxation.
Summary
We will form your limited liability company under the personal direction of a qualified attorney who makes certain that all requirements are met. When forming an LLC, we strongly recommend the owners obtain the maximum protection permitted by current laws. The best way to protect yourself is to enter into an Indemnification Agreement and Operating Agreement at the time of the filing of the LLC. For example, you may include in your Articles of Organization a special provision to protect the officers from any actions they take on behalf of the company called "Indemnification". With an Indemnification and Covenant Not to sue Agreement, the LLC agrees to indemnify and hold harmless its operating managers (those who act as agents of the LLC and represent the LLC's interest in day to day business transactions).
Once the Indemnification Provisions are in effect, the LLC is responsible should there be any legal action taken against it's representative for actions taken on behalf of the LLC. In other words, the Company would have to pay any legal fees or liabilities assessed against its management staff. In the State of New York, an Operating Agreement is required and must be adopted within 90 days after the filing of the Articles of Organization. The Operating Agreement sets forth, the business of the Limited Liability Company, its general operation and conduct of its affairs including its rights, powers, preferences, limitations or responsibilities of its members, managers, employees or agents.
Corporations. Incorporate in New York. Overview
Corporation. This is the most complex and expensive way to structure a business, but it also offers important protections for the owners. A corporation is a legal entity distinct from its owners. This ensures continuity and protects the assets of the owners (i.e. the shareholders) from the liabilities and debts of the corporation. We are glad you inquired about our services, because there's no reason for you to spend a ton of money to incorporate when you don't have to. If you've priced the same identical services locally, you know that being there "in person" is costly. Very costly. Yet the services you receive are no better than those you can get from us directly. Let us form your corporation, limited liability partnership (LLP) or limited liability company (LLC) in New York or the state of your choice. Get the products your business needs to grow & succeed. And get them from Coddan.
By choosing to use us as your registered agent, you are ensured that all official state documents and service of process will be promptly forwarded to your business. You will also receive continued support with your questions regarding our services. You may cancel registered agent services at anytime as long as you provide proof that another agent has been named in the state of incorporation. Remember, in order for your business to maintain good standing status it must also maintain a registered agent.
New York Corporations Advantages
Except where shareholders are professionals who are always responsible for their own negligence, the liability of corporate shareholders is limited to the amount of their investment. A corporation has advantages in raising capital because of greater access to investors. Ownership is transferable and inheritable - the corporation doesn't fold if its owners change or die.
New York Corporations Disadvantages
Corporations are difficult and expensive to set up and dismantle. There are stricter legal rules than for other business structures. Power is limited by the Articles of Incorporation and By-laws, and a vote of the shareholders may be required for various decisions. As a separate legal entity, a corporation must maintain its own set of accounting records and file its own income tax returns.
New York Corporate Name Endings
A corporation must obtain approval from the Secretary of State to do business under a fictitious name. The name must be unique and, ordinarily, must contain the terms "ltd.," "corporation," "corp." or "inc." The name may not be same as that of any domestic or authorized foreign corporation or reserved name or so similar thereto as to be confusing. The name may not contain any word or phrase indicating that corporation is formed for any purpose other than purpose for which corporation may be and is formed. The use of certain enumerated words and abbreviations including banking, insurance and various professions is prohibited or restricted.
Articles of Incorporation Requirements
Director Information. Minimum number - Three or more, except if the corporation is owned by less than 3 shareholders, in that case the corporation may have less than three directors but that number may not be less than the number of shareholders. Residence Requirements - No provision. Age Requirements - Must be 18 years old. Directors are required to be listed in the Articles of Incorporation. The officers are not required to be listed in the Articles of Incorporation. Stock Information - An increase in the shares may cause an increase in the initial filing fee.
Yearly Requirements
Annual Statements - Each domestic corporation and foreign corporation authorized to do business in New York must file a biannual statement of addresses and directors. 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). The reporting periods run from April 1 through March 31. A US$9 filing fee must accompany each statement.
Franchise Tax Rate (based on two factors) - First, the tax is based on the highest of: (a) 9% of entire net income allocated to New York, or (b) 1.78 mills (or .00178) of business investment capital allocated to New York (with a maximum of US$350,000), or (c) 3.5% of minimum taxable income allocated to New York or (d) fixed dollar amount of: US$1,500 (if the corporation has a gross payroll of US$6,250,000 or more); US$425 (if the gross payroll is less than US$6,250,000 but more than US $1,000,000); US$325.00 (if the gross payroll is not more than US$1,000,000); US$800.00 (if the gross payroll is US$1,000 or less with total receipts of US$1,000 or less and average value of gross assets is US$1,000 or less). Second: added subsidiary tax of 0.9 mill per US$1 of subsidiary capital.
Every foreign corporation authorized to do business in New York must pay an annual maintenance fee of US$300. (If the period is more than six months, but not more than nine months, the fee is $225. If the period is not more than six months, the fee is US$150.) The annual maintenance fee is payable each year until the corporation surrenders its authority to do business in New York. The annual maintenance fee is available as a credit against the franchise tax.
New York Special Tax Considerations
Corporate shareholders are subject to a form of double taxation. The corporation pays a corporate tx on earnings and each owner/shareholder pays personal income tax on any profits distributed to them. This is a special problem for small corporations controlled by their owners. "S" corporations. To avoid the double taxation trap of a regular corporation, the IRS allows businesses to elect to be treated as an "S" corporation. If you meet the federal tax law requirements to operate as an "S" corporation, the IRS allows your business to "pass through" its income to the shareholders. This means that your business will not pay any IRS corporate level income tax. Whether or not to make a Subchapter "S" election is a matter to be discussed with a tax advisor. If you want to go ahead, use IRS Form 2553 and New York State Form CT-6. However, you'll have to claim your entire share of the business' income on your personal federal income tax return even if you did not take any money out of the business.
Unlike most states, New York does impose a corporate level tax on its "S" corporations. There is also the pass-through of income of the "S" corporation to individual shareholders for New York income tax purposes, at the individual rates. If a New York "S" corporation has non-resident shareholders, they too are subject to taxation on a personal level. Non-residents must multiply the pro rata share of corporate income or loss by the corporate business allocation percentage.
New York Special Tax Considerations
Effective October 24, 1994, New York State Law allows for the formation of limited liability partnerships (LLPs) in New York State (domestic LLPs). In addition, recognition is given under New York State Law for LLPs formed under the laws of other states (foreign LLPs). Both domestic and foreign LLPs may be subject to an annual filing fee administered by the Department of Taxation and Finance in addition to any fees payable to the Secretary of State. A new business that is an LLP, or an existing business converting to an LLP, may also have registration, permitting and bonding responsibilities for other taxes administered by the Department.
£ 179.00
To register in New York this package price includes (most popular for USA residents):
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