What types of businesses operate in New York State?

Types of businesses that operate in New York State are:

  • Business Corporation
  • Not-for-Profit Corporation
  • Limited Liability Company
  • General Partnership
  • Limited Partnership
  • Sole Proprietorship
  • Can I incorporate nationally?

    No. There is no mechanism in the United States to incorporate on the federal level. A company interested in incorporating (or forming a partnership or limited liability entity) must contact each state's licensing authority individually.

    What is a business corporation?

    A business corporation is a legal entity separate and distinct from the individual(s) who compose the business. It has rights and abilities similar to those of a natural person. Principal features are perpetual duration, limited liability and easy transferability of interests. A corporation may be formed for any lawful business purpose or purposes. We cannot offer advice about the choice of business formation and strongly recommends consulting with legal and financial advisors before making the decision.

    How do I form a business corporation?

    A business corporation may be formed by filing a Certificate of Incorporation pursuant to Section 402 of the Business Corporation Law. The Department of State has prepared instructions intended for use by first-time domestic incorporators. It includes answers to commonly asked questions, names and addresses of other government agencies that a corporation may need to contact, instructions for completing a Certificate of Incorporation, tax information, and fee information.

    Are There Any Special Responsibilities Associated With Forming a Corporation?

    The existence of the corporation begins upon the filing of the Certificate of Incorporation with the Department of State. After the corporate existence has begun, an organization meeting of the incorporator or incorporators must be held for the purpose of adopting by-laws, electing directors and transacting any other business. (See Section 404 of the Business Corporation Law.) The initial by-laws of a corporation are adopted by its incorporator or incorporators at the organization meeting. (See Section 601 of the Business Corporation Law.)

    The corporation is required to keep correct and complete books and records of account and must keep minutes of the proceedings of its shareholders, board of directors and executive committee, if any. The corporation must also keep a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof. (See Section 624 of the Business Corporation Law.)

    In addition, a meeting of shareholders must be held annually for the election of directors and the transaction of other business on a date fixed by or under the by-laws. (See Section 602 of the Business Corporation Law.)
    Please note by-laws and corporate books and records are not filed with the Department of State or any other state agency. These are internal documents maintained by the corporation. The Department of State cannot provide legal advice regarding the preparation of these documents.

    What is a Professional Service Corporation?

    One or more professionals may form, or cause to be formed, a professional service corporation (P.C.) for pecuniary profit for the purpose of rendering the professional service or services that the professionals are authorized to practice. A P.C. is formed by filing a Certificate of Incorporation pursuant to Section 1503 of the Business Corporation Law. “Profession,” as defined in Section 1501(b) of the Business Corporation Law, includes the occupations regulated by Title VIII of the Education Law plus any practice as an attorney and counselor-at-law, or as a licensed physician. A form for filing the Certificate of Incorporation for a P.C. may be obtained from the website.

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