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LeapLaw's 50 State Blawg  > New York
Sponsored by:
Bridge Services Corporation
Bridge Services Corporation
277 Broadway
Suite 1710
New York, NY 10007-2001
www.bridgeservice.com
Phone: (800) 225-2736
Fax: (888) 267-8680



Continental Corporate Services, Inc.
Continental Corporate Services, Inc.
189 Franklin Avenue
Suite 1
Nutley, NJ 07110
www.ccslegal.com
Phone: (973) 542-0300
Toll Free: (800) 300-5067
Fax: (973) 542-0313



Delaney Corporate Services, Ltd.
Delaney Corporate Services, Ltd.
41 State Street
Suite 405
Albany, NY 12207
www.delaneycorporate.com
Phone: (518) 465-9242
Toll Free: (800) 717-2810
Fax: (518) 465-7883



International Business Company Formation, Inc.
International Business Company Formation, Inc.
101 Main Street
Suite One
Tappan, NY 10983
www.ibcf.com
Phone: (845) 398-0900
Toll Free: (888) 664-6263
Fax: (845) 398-0808



NewCo Corporate Services, Inc.
NewCo Corporate Services, Inc.
875 Avenue of the Americas
Suite 501
New York, NY 10001
Phone: (212) 356-8340
Toll Free: (888) 336-3926
Fax: (212) 356-8379



Superior Information Service, L.L.C
Superior Information Service, L.L.C
300 Phillips Boulevard
Suite 500
Trenton, NJ 08618
www.superiorinfo.com
Phone: (609) 883-7000
Toll Free: (800) 848-0489
Fax: (609) 883-7891




Search posts for:

Basics Box: New York
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: Yes (with account)
    Corporate: Yes (with account)
  • E File:
  • UCC: Yes
    Corporate: No
  • Expedited Services:
  • UCC: No
    Corporate: 2 hour, Same Day and 24 Hour Service is available.
  • Name Reservations:
  • Yes (60 days)
  • Preclearance:
  • Yes
    Apostilles and Authentications (New York)
    Conformed Signatures (New York)
    Contact Information (New York)
    Domestic Corporate Dissolution Summary (New York)
    Domestic Corporation Summary (New York Incorporation)
    Foreign Qualification Summary (New York)
    LLC Formation Summary (New York)
    Recommended Service Companies (New York)
    UCC Filings (New York)

    Apostilles and Authentications (New York)
    Apostilles and authentications in New York are obtained from the New York State Department of State (NY DOS).

    Requirements: The document must be notarized or certified by an active New York notary or official. The country where the document will be sent must be provided.

    Documents can be presented to:

    Albany:
    Department of State
    Miscellaneous/State Records Bureau
    41 State Street
    Albany, NY 12231
    Phone: (518) 474-8642

    New York City:
    Department of State
    Certification Unit
    123 William Street, 19th Floor
    New York, NY 10038.
    Phone: (212) 417-5684

    Fee: $10.00.

    Turnaround Time: 2-4 days.

    DOS Instructions.

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the NY SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Conformed Signatures (New York)
    In New York, conformed signatures are allowed on all filings.

    A conformed signature is used to denote that the actual signature is on file.

    Sample Conformed Signature:

    /s/ John Doe
    John Doe, President
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    Contact Information (New York)
    New York State Department of State
    Division of Corporations
    41 State Street
    Albany, NY 12231

    E-mail: corporations@dos.state.ny.us

    Corporations
    Phone: (518) 473-2492
    Fax: (518) 474-1418
    State Records: (518) 474-4770

    Uniform Commercial Code
    Phone: (518) 474-4763
    Fax: (518) 474-4478

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    Domestic Corporate Dissolution Summary (New York)
    Pursuant to New York Business Corporation Law (NY Bus. Corp. Law § 1001) a corporation incorporated in New York may be voluntarily dissolved by delivering Certificate of Dissolution to the New York Department of State (NY DOS).

    Tax Clearance: A tax clearance is required by the NY Department of Finance and Taxation.

    In order to receive a tax clearance, you must provide:

  • A copy of the Certificate of Dissolution (if the purpose of the tax clearance is a dissolution); and,
  • “Final CT-3 (with copy of Federal form 1120 attached) or CT-4 (and, if applicable, CT-3M/4M returns and/or CT-3S returns) with payment due thereon; and,
  • any previous periods returns or payments that are outstanding for the any CT-3, CT-4, CT-3M/4M, or CT-3S.

    The process may be initiated by phone at 1-800-327-9688.

    Tax Forms

    NOTE: It is extremely important that the tax clearance be submitted and coordinated through the individual or service company that is filing the Certificate of Dissolution with the NY DOS.

    NEW YORK CITY: If the company has ever done business in the City of New York, consent of the New York City Department of Finance must be attached to the Certificate of Dissolution under the Administrative Code of NYC. Additional information is available on the NYC Department of Finance.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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  • Domestic Corporation Summary (New York Incorporation)
    Pursuant to New York Business Corporation Law (N.Y. Bus. Corp. § 101 et seq.) a corporation incorporating in New York files Certificate of Incorporation with the New York Department of State (NY DOS).

    Online Filing is available.

    Corporate Name: The corporate name must contain "corporation" "incorporated" "limited" or abbreviation thereof. The name must be disguishable from any name currently on file with the NY DOS. In the event of a name conflict, NY does not accept consents to use a name. The conflict can only be cleared by submitting an acceptable name.

    Maximum Stock for Minimum Filing Fee: $20,000 in par value or 200 shares w/o par value for min. filing fee.
    No. of Directors: The corporation may have 1 director.

    Paid in Capital: No minimum paid in capital is required to commence business.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    County where business is located: You must know the county where the business is located. A county can be looked up at the US Census Bureau.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of New York.

    Filing: Submit to the NY DOS one (1) executed copy of the Certificate of Incorporation and fastened in backer which sets forth the title “ Certificate of Incorporation”, Name of the Corporation. Pursuant to Section 402 of the BCL and the name and address of individual filing the Certificate of Incorporation. The NY DOS files the Certificate and issues a filing receipt. Backer is included on state sample.

    Filing Fee: $125 plus the applicable tax on shares. The minimum tax on shares is $10. The tax on 200 no par value shares is $10 (total $135) payable to Dept. of State.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (New York)
    Pursuant to the New York Business Corporation Law (N.Y. Bus. Corp. § 1304 et seq.), a foreign corporation may not transact business in New York until it files a Application of Authority in New York with the New York Department of State (NY DOS).

    Name of Corporation: The corporate name must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof. The name must be disguishable from any name currently on file with the NY DOS. In the event of a name conflict, NY does not accept consents to use a name. The conflict can only be cleared by submitting an acceptable name.

    Certificate of Good Standing: A certificate of good standing must accompany the filing.

    Publication: Publication is not required for corporations.

    Filing and Execution: The filing is signed by an officer of the company and submitted to the NY DOS.

    Filing Fee: $225 payable to Department of State.

    More Information

    Conducting Business in NY Prior to Qualification: If the foreign corporation has been conducting business in New York State prior to filing its Application for Authority, it must obtain the consent of the State Tax Commission (§1304 (a)(8), Business Corporation Law). To obtain the consent, the completed Application for Authority and fees must be sent to:

    NY Department of Finance and Taxation
    Corporation Tax Bureau,
    W.A. Harriman State Campus
    Albany, NY 12227

    Upon consent of the Department of Taxation and Finance will forward the Application for Authority and fees directly to the Department of State for filing.

    DOS Instructions.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC Formation Summary (New York)
    Pursuant to the New York Limited Liability Company Law, (Section 101 et seq.) a limited liability company forming in New York files Articles of Organization with the New York Department of State (NY DOS).

    LLC Name: The LLC name must contain the word(s) "Limited Liability Company" "L.L.C." or "LLC".

    No. of Members: The LLC may have 1 member.

    Execution and Filing: Executed by organizer(s). Submit to the NY DOS one (1) executed copy of the Articles of Organization and fastened in backer which sets forth the title "Articles of Organization”, Name of the LLC. Pursuant to Section 402 of the BCL and the name and address of individual filing the Articles of Organization.

    Filing Fee: $200

    Publication Requirement: A newly qualified LLC must publish a legal notice in a publication in the county in which it is located and file a Certificate of Publication with the NY DOS. Manhattan counties are the most expensive and can cost up to $2000. Albany county, on the other hand, can be as low as $350.

    Business Licensing and Permit Online Filing is available.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • Recommended Service Companies (New York)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    Bridge Services Corp.
    277 Broadway, Suite 1710
    New York, NY 10007-2001
    Phone: 800.225.2736
    Fax: 888.267.8680
    ------------------------------------------------

    Continental Corporate Services, Inc.
    189 Franklin Avenue, Suite 1
    Nutley, NJ 07110
    Phone: 973.542.0300
    Fax: 973.542.0313

    ------------------------------------------------

    Delaney Corporate Services, Ltd.
    41 State Street, Suite M101
    Albany, NY 12207
    Phone: 800.717.2810
    Fax: 518.465.7883

    ------------------------------------------------

    International Business Company Formation, Inc.
    101 Main Street, Suite One
    Tappan, NY 10983
    Phone: 888.664.6263 / 845.398.0900
    Fax: 845.398.0808

    ------------------------------------------------

    NewCo Corporate Services, Inc.
    875 Avenue of the Americas, Suite 501
    New York, NY 10001
    Phone: 888.336.3926 / 212.356.8340
    Fax: 212.356.8379

    ------------------------------------------------

    Superior Information Service, L.L.C
    300 Phillips Boulevard
    Suite 500
    Trenton, NJ 08618
    Phone: (609) 883-7000
    Toll Free: (800) 848-0489
    Fax: (609) 883-7891
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    UCC Filings (New York)
    UCC Financing Statements are filed in New York with the NY Dept of State NY DOS. Fixture filings will be filed at the county level where the mortgage is registered.

    Filing: UCC financing statements may be filed online.

    Paper filed UCCs are filed as they are received.

    UCC Forms

    Fees: $40 for paper filing; $20 for e-filing.


    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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