• Organizational tax; taxes on changes of capital
December 18, 2014 - Section 180 of the Tax Law Organizational tax; taxes on changes of capital was repealed by Chapter 59 of the Laws of 2014. Effective January 1, 2015 the Department of State will not collect a tax on shares when forming a corporation. Additionally, no tax will be collected when filing a Certificate of Amendment to a Certificate of Incorporation to increase the number of authorized shares or change the authorized shares.
Filing Receipts Related to Online Filings
Effective September 19, 2013, filing receipts issued by the Department of State for certificates of incorporation and articles of organization filed online will be produced with a black facsimile of the Department of State seal. The blue Department of State seal will not be used on these filing receipts. Filing receipts related to paper filings, with the exception of receipts related to assumed names, will continue to be issued with a blue Department of State seal. Filing receipts related to assumed names will continue to be produced with a gray laser facsimile of the Department of State seal.
Verification of Apostille/Certificate of Authentication
April 16, 2013 - The Department of State now allows you to verify whether an Apostille or Certificate of Authentication was issued by the New York State Secretary of State's office. Apostilles and Certificates of Authentication issued on or after April 9, 2013 may be verified on the Department of State’s website at http://www.dos.ny.gov/corps/apostille-verification.html
If you are unable to locate an Apostille or Certificate of Authentication or you wish to verify an Apostille or Certificate of Authentication issued prior to April 9, 2013, please contact the New York Department of State at (518) 473-2492.
Department of State Launches Online Filing of Biennial Statements for NY Business Community
In an effort to improve service to the business community and create a leaner and more efficient government, the New York State Department of State has launched a system to allow for the electronic filing of corporate periodic forms, also known as Biennial Statements. Starting May 1, 2012, most business corporations and limited liability companies required to file Biennial Statements with the Department will be able to do so over the internet.
Apostille/Certificate of Authentication Instructions Revised
The Department of State's website has been revised to provide more information regarding Apostilles and Certificates of Authentication. The website includes a description of the differences between an Apostille and a Certificate of Authentication. It also provides instructions on how to obtain copies of vital records and Apostilles or Certificates of Authentication for documents.
Apostille/Certificate of Authentication Request Form
An Apostille/Certificate of Authentication Request Form is now available for submitting a request to the Department of State for an Apostille or Certificate of Authentication. The new form eliminates the need for a cover letter and includes a section for credit card information for the payment of authentication fees (Albany office only). The form should accompany all documents submitted for authentication. One form can be used to order Apostille/Certificate of Authentication for multiple documents that are going to the same country. Please complete the form online, print it and bring it with you when hand delivering a request for an Apostille or Certificate of Authentication. Please enclose the online printed form with documents submitted by mail.
Credit Cards are now accepted at the Department's Albany office for payment of fees for Apostilles and Certificates of Authentication
The Department of State now accepts MasterCard, VISA and American Express for the payment of fees for Apostilles and Certificates of Authentication processed in the Department's Albany office. The form includes a section for credit card information for payment of fees. Credits Cards are not accepted for payment of fees for Apostilles or Certificates of Authentication in the Department's New York City office.
Filing Receipts Related to Certificates of Assumed Name
Effective September 21, 2010, filing receipts issued by the Department of State for certificates of assumed name, certificates of amendment to the certificate of assumed name or certificate of discontinuance of assumed name for corporations and other business entities will be produced with a gray laser facsimile of the Department of State seal. The blue Department of State seal will no longer be used on these filing receipts.
Revised Certificates of Existence
September 13, 2010 -- The New York State Department of State will be revising its certificates of existence for corporations and other business entities.
Effective September 16, 2010, certificates of existence issued by the Department of State for corporations and other business entities will be produced with a gray laser facsimile of the Department of State seal. The blue Department of State seal will no longer be used on certificates of existence.
There will be no changes to certificates of existence produced off-site by authorized service companies. Certificates of existence produced off-site will continue to include a black facsimile of the Department of State seal.
IMPORTANT! Office Hours Have Changed
Call Center: 9 am – 12 pm, 1 pm – 4 pm, Monday through Friday (Effective May 27, 2010)
Customer Service Desk: 9 am – 4:30 pm, Monday through Friday (Effective June 14, 2010)
Consent of the New York City Commissioner of Finance Now Required for Corporate Certificates of Dissolution
October 1, 2009 -- The Business Corporation Law and Not-for-Profit Corporation Law have been amended regarding the procedures for filing Certificates of Dissolution with the Department of State. All Certificates of Dissolution for corporations that have done business in the City of New York and incurred tax liability under Chapters 6-8, 10-15, 21, 24-25 or 27 of Title 11 of the Administrative Code of the City of New York, must include the written consent of the New York City Commissioner of Finance. For additional information, or to obtain consent, please contact the New York City Department of Finance, Collection Division, Vendor/Tax Clearance Unit, 59 Maiden Lane, 25th Floor, New York, NY 10007. These changes are effective October 1, 2009.
Discontinued 900 Phone Number
September 30, 2007 -- Effective September 30, 2007, the Division of Corporations, State Records and UCC discontinued its 900 number (1-900-TEL-CORP) which allowed callers to obtain information on corporations, limited liability companies, limited partnerships and limited liability partnerships. More
Changes in Copies of Documents
July 10, 2007 -- Effective July 10, 2007, The Division of Corporations, State Records and Uniform Commercial Code replaced its one-half page certification on all certified copies. The new certification page is now on a full 81/2 x 11 sheet of white paper. The new certification includes the facsimile signature of a Special Deputy Secretary of State. The seal of the Department of State is opposite the signature. In addition, plain and certified copies of documents will no longer have the backer facing out. All pages of documents will be stapled face up.
Important Filing Requirements
April 2, 2007 -- Effective April 2, 2007 The New York State Department of State's Division of Corporations, State Records and UCC recently implemented the use of imaging technology to make a permanent record of documents filed. More
February 3, 2006 -- ALBANY, N.Y. (February 3, 2006) The Governor’s Office of Regulatory Reform and the Department of State are pleased to announce the availability of electronic filing for simple (fill in the blanks) certificates of incorporation for business corporations and articles of organization for limited liability companies. The online forms may be accessed and completed at the the New York State Office of the Chief Information Officer and New York State Office for Technology website. More
Legislation Affecting Publication by Limited Liability Companies,
Limited Partnerships and Limited Liability Partnerships
June 1, 2006 -- Effective June 1, 2006 Chapter 767 of the Laws of 2005 includes amendments to the Limited Liability Company Law and Partnership Law regarding the publication required upon the formation or authorization of domestic and foreign limited liability companies, limited partnerships and limited liability partnerships (hereinafter referred to as "limited liability entities"). The law becomes effective on June 1, 2006. More
General Instructions for Newspapers in Completing Affidavits of Publication
June 1, 2006 -- Effective April 2, 2006 The Limited Liability Company Law and Partnership Law provide the format which must be used by newspapers in preparing Affidavits of Publication associated with the formation or qualification of domestic and foreign limited liability companies, domestic and foreign limited partnerships and domestic and foreign limited liability partnerships. The format for preparing an Affidavit of Publication is provided in Section 102(a)(1) of the Limited Liability Company Law and Sections 121-101(a-1) and 121-1507(b) of the Partnership Law. Please note that the parenthetical instructions provided in the law need not be included in the Affidavit of Publication. More