Business Corporations Filings

Application for Reservation of Name Domestic and Foreign Corporations

An individual or an existing domestic or foreign corporation may reserve a corporation name for use at a later date by filing an Application for Reservation of Name pursuant to Section 303 of the Business Corporation Law. The filing of an Application for Reservation of Name will reserve a name for 60 days. The filing receipt entitled “Certificate of Reservation” issued by the New York Department of State for the filing of the Application for Reservation of Name must be submitted and filed with the document to which the Application for Reservation of Name is applicable.

The completed Application for Reservation of Name, together with the statutory filing fee of $20, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

Two extensions of 60 days each are granted to applicants who submit a written request for the Extension of the Application for Reservation of Name prior to the expiration of the current reservation. The fee to extend the Application for Reservation of Name is also $20. The filing receipt entitled “Certificate of Reservation” issued by the New York Department of State for an Application for Reservation of Name must also accompany any request to extend the name reservation.


Certificate of Incorporation Domestic Corporations

A business corporation may be formed by filing a Certificate of Incorporation pursuant to Section 402 of the Business Corporation Law. To assist first time incorporators, the New York Department of State has prepared instructions for forming a corporation.

Section 301 of the Business Corporation Law includes provisions relating to the use of certain words and phrases in the name of the corporation. For example, the name of the corporation must contain the word "Incorporated" or the abbreviation "Inc." or one of the other words or abbreviations in Section 301 which are indicative of corporate character. In addition, certain words and phrases also require consents and approvals from other agencies prior to filing the document with the Division of Corporations. If there is any doubt as to what, if any, consents or approvals may be required, the Division of Corporations or the agency in question should be contacted, prior to submitting the document for filing to the Division of Corporations.

The fee for filing the Certificate of Incorporation is $125 plus the applicable tax on shares. There is a minimum tax of $10 on shares that the corporation is authorized to issue which must be paid at the time of formation of the corporation. The $10 tax authorizes the corporation to issue a maximum of 200 shares no par value or a par value of all authorized shares up to $20,000. Corporations wishing to be authorized to issue more than 200 shares no par value or par value shares totaling more than $20,000 will incur a tax of more than $10. The tax rate is 5 cents per share of no par value stock and 1/20 of one percent (.05%) of the par value of the shares that have a stated par value. (Please see Section 180 of the Tax Law.)

The completed Certificate of Incorporation, together with the statutory filing fee, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Incorporation (professional service) Domestic Corporations

A professional service corporation may be 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 any practice as an attorney and counselor-at-law, or as a licensed physician, and those occupations designated in Title Eight of the Education Law. For a listing of professional services, please see New York State Department of Education, Office of the Professions.

A Certificate of Good Standing from the appropriate Appellate Division or a Certificate of Authority (Form PLS709) under seal from the New York State Department of Education, Division of Professional Licensing Services, Corporations Unit, 89 Washington Avenue, 2nd Floor, Albany, NY 12234, must be submitted with the Certificate of Incorporation.

The fee for filing the Certificate of Incorporation is $125 plus the applicable tax on shares. There is a minimum tax of $10 on shares that the corporation is authorized to issue which must be paid at the time of formation of the corporation. The $10 tax authorizes the corporation to issue a maximum of 200 shares no par value or a par value of all authorized shares up to $20,000. Corporations wishing to be authorized to issue more than 200 shares no par value or par value shares totaling more than $20,000 will incur a tax of more than $10. The tax rate is 5 cents per share of no par value stock and 1/20 of one percent (.05%) of the par value of the shares that have a stated par value. (Please see Section 180 of the Tax Law.)

The completed Certificate of Incorporation, together with the statutory filing fee, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Application for Authority Foreign Corporations

A foreign business corporation may apply for authority to do business in the State of New York by filing an Application for Authority pursuant to Section 1304 of the Business Corporation Law.

The New York Department of State does not give opinions as to what activities constitute doing business in New York State for qualification purposes. You may wish to review a Legal Memorandum entitled "Doing Business" in New York: An Introduction to Qualification for further clarification.

Section 301 of the Business Corporation Law includes provisions relating to the use of certain words and phrases in the name of the corporation. For example, the name of the proposed corporation must end with the word "Incorporated" or another word or abbreviation indicative of corporate character. In addition, certain words and phrases require the consent or approval from another state agency prior to filing the document with the Division of Corporations. If there is any doubt as to what, if any, consents or approvals may be required, the Division of Corporations or the agency in question should be contacted prior to submitting the document for filing to the Division of Corporations.

Attached to the Application for Authority must be a Certificate of Existence from the official who files and maintains corporate records in the jurisdiction of the corporation. (Please Note: This official is generally the Secretary of State, and many jurisdictions refer to the Certificate of Existence as a Certificate of Good Standing.) The Certificate of Existence must be dated within one year.

The completed Application for Authority and statutory filing fee of $225, made payable to the New York Department of State, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. However, 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 New York State Tax Commission (§1304 (a)(8), Business Corporation Law). To request consent, call the New York State Tax Commission at (518) 485-2639. The completed Application for Authority, consent of the New York State Tax Commission and the filing fee of $225 should be forwarded to the New York Department of State at the address indicated above.


Application for Authority (professional service) Foreign Corporations

A foreign professional service corporation may apply for authority to do business in the State of New York by filing an Application for Authority pursuant to Section 1530 of the Business Corporation Law. "Profession," as defined in Section 1501(b) of the Business Corporation Law, includes any practice as an attorney and counselor-at-law, or as a licensed physician, and those occupations designated in Title Eight of the Education Law. For a listing of professional services, please see New York State Department of Education, Office of the Professions.

The Department of State does not give opinions as to what activities constitute doing business in New York State for qualification purposes. You may wish to review a Legal Memorandum entitled "Doing Business" in New York: An Introduction to Qualification for further clarification.

Attached to the Application for Authority must be a Certificate of Existence from the official who files and maintains corporate records in the jurisdiction of the corporation. (Please Note: This official is generally the Secretary of State, and many jurisdictions refer to the Certificate of Existence as a Certificate of Good Standing.) The Certificate of Existence must be dated within one year.

In addition, a Certificate of Good Standing from the appropriate Appellate Division or a Certificate of Authority (Form PLS709) under seal from the New York State Department of Education, Division of Professional Licensing Services, Corporations Unit, 89 Washington Avenue, 2nd Floor, Albany, NY 12234, must be submitted with the Application for Authority.

The completed application, together with the filing fee of $200, made payable to the New York Department of State, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. However, 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 New York State Tax Commission (§1530 (a)(8), Business Corporation Law). To request consent, call the New York State Tax Commission at (518) 485-2639. The completed Application for Authority, together with the required consent attached, and the filing fee of $200 should be forwarded to the New York Department of State at the address indicated above.


Certificate of Amendment Domestic Corporations

A corporation may amend its Certificate of Incorporation from time to time by filing a Certificate of Amendment under Section 805 of the Business Corporation Law. The Certificate of Amendment may amend any of the information that may be contained in a Certificate of Incorporation (name change; revision to the purpose clause; alteration of stock, etc.).

The completed Certificate of Amendment, together with the statutory filing fee of $60 (plus tax on additional shares pursuant to Section 180 of the State Tax Law, if applicable), should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Amendment Foreign Corporations

A foreign authorized business corporation may amend its Application for Authority from time to time by filing a Certificate of Amendment pursuant to Section 1309 of the Business Corporation Law. The Application for Authority may only be amended to amend or add such provisions that may be lawfully contained in the Application for Authority (i.e., name change, revisions to purposes, etc.).

The completed Certificate of Amendment, together with the filing fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change Domestic Corporations

A domestic corporation may change its Certificate of Incorporation from time to time to (1) change the name and address of its designated address for the New York Secretary of State to mail service of process, (2) change its county location, or (3) make, revoke or change the designation of a registered agent by filing a Certificate of Change pursuant to Section 805-A of the Business Corporation Law.

The completed Certificate of Change, together with the statutory fee of $30, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change Foreign Corporations

A foreign corporation may change its Application for Authority from time to time to (1) change the name and address of its designated address for the New York Secretary of State to mail service of process, (2) change its county location, or (3) make, revoke or change the designation of a registered agent by filing a Certificate of Change pursuant to Section 1309-A of the Business Corporation Law.

The completed Certificate of Change, together with the statutory fee of $30, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change (by agent) Domestic Corporations

The agent for service of process of a domestic corporation may change his or her own address on file with the New York Department of State by filing a Certificate of Change pursuant to Section 805-A of the Business Corporation Law.

The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change of Application for Authority (by agent) Foreign Corporations

The agent for service of process of a foreign corporation may change his or her own address on file with the New York Department of State by filing a Certificate of Change pursuant to Section 1309-A of the Business Corporation Law.

The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change of Address of Registered Agent Domestic Corporations

The registered agent of a domestic corporation may change his or her own address on file with the New York Department of State by filing a Certificate of Change of Address of Registered Agent pursuant to Section 805-A(b) of the Business Corporation Law. The form for filing may be purchased from a legal stationery store in New York State or may be drafted by the filer by following the requirements of Section 805-A(b) of the Business Corporation Law. Unless a preprinted form is used, the certificate must be enclosed in a white cover sheet that sets forth the title of the document and the name and address of the individual to whom the receipt for the filing should be mailed.

The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change of Address of Registered Agent Foreign Corporations

The registered agent of a foreign corporation may change his or her own address on file with the New York Department of State by filing a Certificate of Change of Address of Registered Agent pursuant to Section 1309-A(c) of the Business Corporation Law. The form for filing may be drafted by the filer by following the requirements of Section 1309-A(c) of the Business Corporation Law. The certificate must be enclosed in a white cover sheet that sets forth the title of the document and the name and address of the individual to whom the receipt for the filing should be mailed.

The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation of Registered Agent Domestic Corporations

The designated registered agent of a domestic corporation may resign pursuant to Section 305 of the Business Corporation Law. The registered agent is required to file a Certificate of Resignation of Registered Agent with the New York Department of State.

The completed Certificate of Resignation of Registered Agent, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation of Registered Agent Foreign Corporations

The designated registered agent of a foreign corporation may resign pursuant to Section 305 of the Business Corporation Law. The registered agent is required to file a Certificate of Resignation of Registered Agent with the New York Department of State.

The completed Certificate of Resignation of Registered Agent, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation for Receipt of Process Domestic and Foreign Corporations

Section 306-A of the Business Corporation Law permits the resignation of the party whose post office address has been designated by a corporation as its address for service of process to be forwarded. The addressee for service of process is required to provide the corporation with a 60-day notice after which the addressee may file a Certificate of Resignation for Receipt of Process.

The completed Certificate of Resignation for Receipt of Process, and statutory filing fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Correction Domestic and Foreign Corporations

Any certificate or other instrument may be corrected with respect to any informality or error apparent on the face, incorrect statement or defect in the execution, including the deletion of any matter not permitted to be stated by filing a Certificate of Correction pursuant to Section 105 of the Business Corporation Law.

The completed Certificate of Correction, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Dissolution Domestic Corporations

A business corporation may be voluntarily dissolved by filing a Certificate of Dissolution pursuant to Section 1003 of the Business Corporation Law. The New York Department of State has prepared instructions to make the filing of a Certificate of Dissolution as easy as possible. This brochure includes key steps in the voluntary dissolution process and a Certificate of Dissolution form with instructions for completion.

The Certificate of Dissolution requires the consent of the New York State Department of Taxation and Finance. The telephone number, fax number, and address where you can call or write to request the consent is as follows:

Telephone number: (518) 485-2639

Fax number: (518) 435-2997

Address:
New York State Tax Department
Corporation Tax Dissolution Unit
Building 8, Room 958
W. A. Harriman Campus
Albany, NY 12227

In addition, consent of the New York City Department of Finance must be attached to the Certificate of Dissolution if the corporation has done business in and incurred tax liability to the City of New York under Chapters 6-8, 10-15, 21, 24-25 or 27 of Title 11 of the Administrative Code of the City of New York. To obtain consent, contact the New York City Department of Finance, Collections Division, Vendor/Tax Clearance Unit, 59 Maiden Lane, 25th Floor, New York, NY 10038. Additional information is available on the New York City Department of Finance’s website at: http://www.nyc.gov/html/dof/html/business/collection_notices.shtml

The completed Certificate of Dissolution, together with the required consent(s) attached, and the statutory filing fee of $60 should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Surrender of Authority Foreign Corporations

A foreign authorized corporation (which will remain in existence in its home state) may surrender its authority to conduct business in New York State. The authority of the foreign corporation shall terminate upon the filing of a Certificate of Surrender of Authority pursuant to Section 1310 of the Business Corporation Law. The Certificate of Surrender of Authority requires the consent of the New York State Tax Commission. To request consent, call the New York State Tax Commission at (518) 485-2639.

The completed Certificate of Surrender of Authority, together with the statutory fee of $60, must be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Amendment of Certificate of Surrender of Authority Foreign Corporations

A foreign corporation that has surrendered its authority to do business in New York State may amend the address to which the New York Secretary of State shall mail a copy of any process accepted on behalf of the corporation by filing a Certificate of Amendment of Certificate of Surrender of Authority pursuant to Section 1310 of the Business Corporation Law.

The completed Certificate of Amendment of Certificate of Surrender of Authority together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Termination of Existence Foreign Corporations

A foreign authorized corporation that has been dissolved, merged out of existence or had its authority to conduct its business terminated or canceled in its jurisdiction of incorporation, must file a Certificate of Termination of Existence with the New York Department of State. A certificate, which includes a termination statement, under seal of the Secretary of State or equivalent official of the corporation's jurisdiction, must be filed with the New York Department of State. Please note a certified copy of the filing is not acceptable. Please see Section 1311 of the Business Corporation Law. The certificate must be enclosed in a white cover sheet that sets forth the title of the document and the name and address of the individual to whom the receipt for the filing should be mailed.

The Certificate of Termination of Existence, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificates of Merger Domestic and Foreign Corporations

Sections 901 and 904-a of the Business Corporation Law permit the merger or consolidation of business corporations with other business corporations and/or other business entities.

Certificates of Merger pursuant to Sections 904, 904-a, 905, or 907 of the Business Corporation Law may be drafted by the filer by following the requirements of the appropriate section of law. The certificate must be enclosed in a white cover sheet that sets forth the title of the document and the name and address of the individual to whom the receipt for the filing should be mailed.

The completed Certificate of Merger, together with the filing fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Assumed Name Domestic and Foreign Corporations

A domestic or foreign corporation may conduct or transact business under an assumed name (commonly referred to as a D/B/A) by filing a Certificate of Assumed Name pursuant to Section 130 of the General Business Law.  A fillable Certificate of Assumed Name form and instructions are provided below.  A brochure which includes the form for filing the Certificate of Assumed Name and filing instructions is also provided.

Calculation of filing fee -  In addition to the $25 New York Department of State filing fee, an additional county filing fee is collected based on  the county or counties in which the corporation does business or intends to do business. The county filing fee is $25 for each county, except for the counties of New York, Kings, Queens, Bronx, and Richmond for which the additional fee is $100 for each county.

The completed Certificate of Assumed Name, together with the appropriate filing fee (please see instructions), should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.  All checks greater than $500 must be certified.


Certificate of Amendment of Certificate of Assumed Name Domestic and Foreign Corporations

A Certificate of Assumed Name may be amended by filing a Certificate of Amendment of Certificate of Assumed Name pursuant to Section 130 General Business Law. The Certificate of Assumed Name may be amended to reflect a change in the true name of the entity, amend the assumed name, change the principal place of business, add or delete counties in which business is conducted under the assumed name, and add or delete the address(es) of specific business location(s).

The fee for filing a Certificate of Amendment of Assumed Name is $25. The New York Department of State also collects the following, additional, county clerk fees for each county affected by the amendment in which a corporation does or transacts business: $100 for each county within New York City (Bronx, Kings, New York, Queens and Richmond) and $25 for each county outside New York City. All checks over $500 must be certified.

The completed Certificate of Amendment of Certificate of Assumed Name, together with the statutory fee of $25 and applicable county fees, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Discontinuance of Assumed Name Domestic and Foreign Corporations

If the business for which the Certificate of Assumed Name was filed is discontinued or is no longer required, a Certificate of Discontinuance of Assumed Name may be filed with the New York Secretary of State pursuant to Section 130 of the General Business Law.

The completed Certificate of Discontinuance of Assumed Name, together with the statutory fee of $25 should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.