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The cheaper filing
How to incorporate in New York
A New York corporation costs $125 to file and has no newspaper requirement at all. Against an LLC that can run past $2,000 to finish, the gap is worth understanding before you pick a structure.
The big difference
Do corporations have to publish?
No. The publication requirement in Section 206 of the Limited Liability Company Law applies to LLCs. Corporations file the Certificate of Incorporation and have nothing further to publish.
This surprises people, and it is the single largest cost difference between the two structures in New York.
An LLC in Manhattan can spend more on six weeks of legal notices than on every state fee it will pay in a decade. A corporation filing the same week pays $125 and moves on.
That is not a reason to incorporate. Tax treatment and ownership structure matter more, and a corporation carries formalities an LLC does not. But if you were leaning toward a corporation anyway, the publication saving is a real number to add to the case. Compare against the LLC publication requirement.
The filing
The five steps
- Pick a name ending in Incorporated, Corporation, Limited, or an abbreviation of one. Check availability on the Department of State entity search.
- Decide your share structure. The minimum fee covers up to 200 shares with no par value. Go past that and the state adds a share tax on top of the $125.
- Name a registered agent if you want one, and set the county of office.
- File the Certificate of Incorporation with the Department of State, online through NYS Business Express or by mail.
- Hold the organizational meeting, adopt bylaws, issue the shares, and get an EIN from the IRS.
Step five is where corporations get more demanding than LLCs. Bylaws, a share ledger, minutes of the annual meeting. New York does not audit you on it, but a court piercing the corporate veil looks at exactly this.
| Item | Corporation | LLC |
|---|---|---|
| Formation filing | $125 | $200 |
| Newspaper publication | None | $300 to $2,650 |
| Certificate of Publication | None | $50 |
| Biennial Statement | $9 | $9 |
| Certificate of Change | $30 | $30 |
| Amendment | $60 | $60 |
First year in Manhattan, the corporation comes in around two thousand dollars cheaper. That is the extent of the cost argument. Everything else about choosing a structure sits with your accountant.
Ongoing
What a New York corporation owes later
A Biennial Statement every two years for $9, filed in the anniversary month of incorporation, plus the state franchise tax handled through the Department of Taxation and Finance.
The Biennial Statement is the one that trips people. Nine dollars, every second year, and missing it is the usual reason a corporation shows up as past due on the state record. Details on the Biennial Statement.
Service of process works the same as it does for an LLC. The Secretary of State is your agent by default under the Business Corporation Law, and naming a private agent is optional. How that plays out is on service of process in New York, and what we charge is on the service page.
Second thoughts about the structure? Forming an LLC instead walks the other path.
We can be the agent on your corporation
Forty nine dollars a year, from a real Manhattan office.