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Form a C Corporation in New York for Free

Want to start a free C Corp in New York without paying a formation service fee? Choose Swyft Filings' Basic C Corporation formation service package, which costs $0 service fee + $125 state filing fee. In this package, you will get services such as a name availability check, preparation and filing of a Certificate of Incorporation, and ongoing specialist support.
Premium New York C Corporation formation packages are also available if you need help with additional corporate setup, such as drafting bylaws, support for multiple stock classes, EIN assistance, and more.

New York C Corp Formation Packages

Start your C Corp at $0 + state filing fee

How to Form a C Corp in New York in 7 Steps

Forming a C Corp in New York follows a familiar process, but there is one important difference to note up front. The New York Secretary of State automatically serves as the registered agent for every domestic corporation.

You cannot replace the state as the agent, although you can appoint an additional private registered agent. Once that is clear, the New York C Corp formation process is straightforward. Choose a compliant business name, set up your registered agent, establish your share structure, file the Certificate of Incorporation, adopt bylaws, hold an organizational meeting, and apply for an EIN.

Step 1: Choose a Name for Your New York C Corporation

Your corporation's name is one of the first decisions you'll make, and New York has specific rules for what names a corporation can use. Before filing your Certificate of Incorporation, make sure your preferred New York C Corporation name meets the state's requirements.

Keep these points in mind:

Use an approved corporate designator: Your name must end with “Corporation,” “Incorporated,” or “Limited,” or an approved abbreviation such as “Corp.,” “Inc.,” or “Ltd.”
Don't rely on minor changes: Changing only the corporate designator, punctuation, spacing, or similar formatting generally won't make an otherwise identical name distinguishable.
Avoid restricted terms: Certain words may require approval or consent from a state or other government agency before use.
Avoid misleading names: Your corporation's name should not falsely suggest a government affiliation or imply that the business provides services it is not authorized to provide.

New York requires corporate names to be distinguishable from existing corporations, LLCs, and limited partnerships on file with the Department of State.

To determine whether your preferred name is available, you can submit a written name availability inquiry to the Division of Corporations at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
The fee is $5 per name searched.
The Department's online Corporation and Business Entity Database can help you review existing entities. New York cautions that database results should not be treated as confirmation that a name is available.

If you are still exploring options, use Swyft Filings' free business name generator to come up with additional ideas. After choosing a name, you can check its availability and, if needed, reserve it before moving forward with your C Corporation formation in New York.

New York charges $5 for each name submitted for an official name availability search. The determination applies only to the date and time the search is completed, so it does not permanently secure the name for your corporation.

Yes. You can reserve a New York C Corp name while preparing your formation documents. To do so, complete and file an Application for Reservation of Name with the New York Department of State, along with the $20 filing fee. Send the completed application and fee to:

NYS Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231

The name is reserved for 60 days. You can renew the reservation up to two times, with each extension costing an additional $20.

No. Your name must meet New York's corporate naming requirements and be distinguishable from existing entities on file with the Department of State. It also cannot contain prohibited or restricted terms that require approval or could mislead the public.

If the Department of State determines that your proposed New York C Corp name does not meet its requirements, you may need to choose another name or make the necessary changes. Keeping several alternative names available can make the formation process easier.

The filing fee for an Application for Reservation of Name is $20. New York accepts payment by money order, MasterCard, Visa, or American Express. For card payments, include the completed and signed Credit Card/Debit Card Authorization Form with your application. Money orders should be payable to the “Department of State.”

A New York business name can generally be reserved for 60 days. If you need additional time, you may be able to extend the reservation by filing the required application and paying the applicable fee, subject to New York's rules.

Step 2: Understand New York's Registered Agent Rules

This is where New York genuinely differs from most other states. The Secretary of State automatically acts as the primary registered agent for all registered business entities, ensuring that they receive important legal notices promptly and efficiently. This isn't optional, and you can't file without it.

The Secretary of State forwards legal papers to whatever address you list in your formation documents, typically by mail, which can add a few days of delay compared to a dedicated registered agent.
You may also appoint your own private registered agent as an additional party who can be served, on top of the Secretary of State. This agent must be a New York resident individual (at least 18 years old) or a domestic or foreign entity authorized to do business in New York.
Keeping your forwarding address current matters enormously here, since a lawsuit is still considered properly served once it reaches the Secretary of State, whether or not it ever reaches you.

Yes. Appointing a private registered agent does not replace the Secretary of State. New York's Secretary of State remains the corporation's statutory agent for service of process, while the private agent serves as an additional party that can receive service.

A private registered agent can provide an additional point of contact for receiving service of process and may offer services such as document handling and compliance reminders. However, appointing one does not replace the New York Secretary of State as the statutory agent.

A P.O. Box alone generally isn't sufficient for an individual or private entity to serve as your additional agent, because the agent needs an address where service can be physically delivered. The Secretary of State remains the statutory agent regardless.

No. New York automatically designates the Secretary of State as your corporation's agent for service of process. However, you can appoint an additional private agent if you want someone else to receive service of process directly.

Your Certificate of Incorporation must state the number of shares the corporation is authorized to issue. Before filing, decide how many shares to authorize, whether you'll have one or multiple classes of stock, and what rights each class will have.

Consider these points when setting up your New York C Corp share structure:

Authorized shares: Decide the maximum number of shares your corporation can issue.
Issued shares: Determine how many of those authorized shares you'll actually issue to founders or other shareholders.
Stock classes: You can structure your corporation with common stock and, when appropriate, additional classes or series with different rights.
Ownership percentages: Decide how the issued shares will be divided among the shareholders.
Voting rights: Establish which shares carry voting rights and how much voting power each shareholder has.
Future financing: Consider whether you'll need additional shares available for investors, employees, or future fundraising.

There is no single number that works for every corporation in New York. Many founders authorize more shares than they initially issue so they have flexibility for future investors, employees, or additional financing. Choose a structure that fits your current ownership and plans.

Not necessarily. The number of shares issued to each founder should reflect the ownership arrangement you've agreed upon. Consider each founder's ownership percentage, contributions, responsibilities, and any future equity plans before documenting the initial stock issuance.

New York corporations can generally establish a par value for their shares, but the appropriate structure depends on the corporation's circumstances. Your Certificate of Incorporation should accurately state the stock terms required for your chosen structure.

Step 4: File Your New York Certificate of Incorporation

You can file your Certificate of Incorporation with the New York Department of State. Filing this document officially creates your C Corporation once the state accepts it. The filing fee for a domestic business corporation is $125. You can submit the Certificate of Incorporation online or send the completed form by mail to the Division of Corporations.

Filing methods for New York Certificate of Incorporation:

1. Online filing: You can submit your Certificate of Incorporation electronically through the New York Department of State's online filing system. You can choose between two options:

Apply online as an owner
Apply online on behalf of another person

Make sure to sign in or create a NY.gov account. After the filing, you can also log in to check your application status. Also, once the filing is accepted, you'll receive an email acknowledgment with your filing receipt attached as a PDF.

You can also request additional documents, such as a certified copy for $10, along with expedited handling for an additional fee ranging from $25 to $150, depending on the processing speed you select.

2. Mail filing: You can complete the state's Certificate of Incorporation form and mail it with the required filing fee to:

New York State Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231

The state also accepts filings submitted directly to the Division of Corporations during its business hours. Once the Department of State accepts and files your Certificate of Incorporation, your New York C Corp officially comes into existence. The state issues an official filing receipt confirming that the document was filed.

Standard processing generally takes about 7 business days. New York also offers expedited processing for an additional fee if you need your Certificate of Incorporation processed sooner.

No. New York provides a sample form, but you may prepare your own Certificate of Incorporation as long as it meets the requirements of the New York Business Corporation Law.

New York accepts cash, check, money order, MasterCard, Visa, and American Express, although payment options may vary depending on how the filing is submitted. Checks and money orders should be payable to the Department of State.

Step 5: Adopt Bylaws for Your New York C Corp

Once your Certificate of Incorporation is filed, the next step is to create corporate bylaws. Typical provisions cover:

How directors are elected, removed, and replaced, plus quorum requirements
Officer titles and responsibilities
Notice and voting procedures for board and shareholder meetings
Stock issuance and recordkeeping
How the bylaws themselves can be amended

New York law does not require you to file your bylaws with the Department of State. Swyft Filings can prepare customized Corporate Bylaws for your New York C Corp as part of a premium package.

Generally, notarization is not required simply to adopt corporate bylaws. The corporation should follow its bylaws and applicable New York law when approving and documenting them.

A corporation should adopt its initial bylaws during its organizational stage, after formation. The bylaws provide the framework for how the corporation will be governed and how directors, officers, and shareholders will handle company matters.

Bylaws can establish procedures for shareholder voting, including meeting notices, quorum requirements, voting procedures, and other governance matters, subject to the corporation's Certificate of Incorporation and New York law.

Yes. The corporation should maintain its current bylaws with its other corporate records. Keeping signed or properly adopted copies helps document the company's governance procedures and decisions.

Step 6: Hold Your Organizational Meeting

Once your New York C Corp has been formed and its bylaws are in place, hold an organizational meeting to establish the corporation's operations formally. The initial directors and incorporator(s) use this meeting to approve key decisions and document how the corporation will operate.

During the organizational meeting, you can:

Adopt the bylaws: Formally approve the corporation's bylaws.
Appoint officers: Elect or appoint the president, secretary, treasurer, and other officers.
Approve stock issuance: Authorize the issuance of shares to the founders or other shareholders.
Approve banking arrangements: Authorize the corporation to open a business bank account.
Approve initial resolutions: Document important startup decisions made by the directors.
Set the fiscal year: Establish the corporation's accounting or fiscal year.
Authorize contracts: Approve important agreements the corporation needs to operate.

You don't generally file the meeting minutes with the New York Department of State. Keep the minutes, resolutions, and other organizational documents with your corporation's internal records.

New York corporate law requires corporations to establish their governance and organizational structure, but the exact meeting requirements depend on the corporation's circumstances and governing documents. The organizational process should be properly documented in the corporate records.

The initial directors generally conduct the organizational meeting. The incorporator may also participate in the initial organizational process, particularly in completing actions necessary to establish the corporation's first board of directors.

Step 7: Apply for Your EIN

Your New York C Corp is now formed, but you’ll still need a federal tax ID to handle many of its day-to-day business activities. That ID is called an Employer Identification Number (EIN). Apply for the EIN directly with the IRS. There is no fee to obtain one.

Once you have your EIN, you can use it to:

Set up a corporate bank account
File federal and New York tax returns
Hire employees and manage payroll
Complete tax and financial paperwork
Apply for certain licenses and permits

What Are the Post-Formation Requirements for a C Corp in New York?

New York C Corp compliance involves several recurring responsibilities, including filing your Biennial Statement, managing corporate taxes, and keeping your business information up to date. Staying on top of these requirements can help you avoid missed filings, penalties, and other compliance issues.

1. File Your Biennial Statement

New York corporations must file a Biennial Statement with the New York Department of State every two years. The filing is due during the corporation's anniversary month.

To stay on track:

File the statement during your corporation's anniversary month.
Confirm that your business information is accurate.
Pay the required $9 filing fee.
Keep a copy of the filed statement with your corporate records.
Track your next filing date so you don't miss the two-year deadline.

2. Understand New York's Article 9-A Franchise Tax

New York C Corps are generally subject to the state's Article 9-A franchise tax, which uses multiple tax bases rather than a single calculation. Depending on the corporation's circumstances, tax may be calculated using the business income base, business capital base, or fixed dollar minimum.

When preparing your tax filings:

Determine which tax bases apply to your corporation.
Calculate the tax under the applicable methods.
Pay the amount required under the applicable rules.
Keep supporting financial and tax records.

Confirm current rates and thresholds with the New York Department of Taxation and Finance before your first return is due, since this is one of the more complex state corporate tax structures in the country.

3. Check Local Business Licensing Requirements

New York does not have a single universal business license that covers every C Corp. Your licensing requirements may depend on your industry, business activities, and location. New York City and other local governments may have additional requirements beyond state-level registrations.

Before operating your business:

Check licensing requirements for your city and county.
Identify permits required for your specific industry.
Review New York state agency requirements that apply to your activities.
Check whether licenses need periodic renewal.
Keep copies of active licenses and permits with your business records.

Swyft Filings' business license research service can help identify licenses that may apply to your business and provide direct application guidance through which you can apply for them.

4. Open a Dedicated Business Bank Account

Open a separate business bank account for your New York C Corp and use it for the corporation's financial activities. Keeping corporate and personal funds separate helps maintain clear financial records and reinforces the distinction between you and the corporation.

Use the account for:

Depositing business revenue
Paying business expenses
Paying taxes and vendors
Managing payroll
Handling other corporate transactions

Avoid using personal accounts for routine corporate expenses. Maintaining separate finances also makes bookkeeping, tax preparation, and financial reporting easier as your business grows.

What Does It Cost to Incorporate a C Corp in New York?

The cost of forming a C Corp in New York depends on more than the state's filing fee. Your total startup costs may include the Certificate of Incorporation, name reservation, registered agent services, and other optional business services.

Cost	Fee
Certificate of Incorporation	$125
Name Availability Search (per name)	$5
Private registered agent service	Varies
Name Reservation (60 days)	$20
EIN	$0

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Start your free New York C Corp with Swyft Filings' Basic package for a $0 service fee + New York state fees. Get help with your business name search, preparation and filing of your formation documents, and support from a formation specialist throughout the process. For additional support, choose our premium packages.

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*Disclaimer: This guide offers general information about forming a C Corporation in New York and isn't a substitute for legal, tax, or financial advice.*

Check C Corp Formation Guides for Other States

C Corp rules, filing costs, and corporate tax structures vary by jurisdiction. Select any state below to view its specific C Corp laws.

Need Help With Your C Corp Paperwork?

Starting a New York C Corp means coordinating the Certificate of Incorporation, the Biennial Statement, the Article 9-A franchise tax, and, for NYC corporations, the city Business Corporation Tax. Swyft Filings has been helping businesses form and stay compliant since 2015. Our team knows the New York requirements and can file your C Corp quickly, accurately, and in full compliance.

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FAQ's

Starting a business can feel complex. We're here to provide clear answers to some of the most common questions entrepreneurs ask.

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Yes. A New York business corporation can generally have a single director if it has fewer than three shareholders. The number of directors and the manner of their election should also be consistent with the corporation's Certificate of Incorporation and bylaws.

Yes. New York corporations may issue uncertificated shares if permitted by applicable law and the corporation's governing documents. The corporation should maintain accurate records showing each shareholder's ownership and the number and type of shares held.

Yes. A New York C Corp can conduct business in other states, but it may need to register as a foreign corporation in each state where it is considered to be doing business. The requirements and fees vary by state.

Yes. A corporation that meets the federal eligibility requirements can elect S Corporation tax treatment with the IRS. The election is a federal tax matter and does not change the corporation's underlying New York corporate formation.