Types of businesses that operate in New York State are:
No. There is no mechanism in the United States to incorporate on the federal level. A company interested in incorporating (or forming a partnership or limited liability entity) must contact each state's licensing authority individually.
A business corporation is a legal entity separate and distinct from the individual(s) who compose the business. It has rights and abilities similar to those of a natural person. Principal features are perpetual duration, limited liability and easy transferability of interests. A corporation may be formed for any lawful business purpose or purposes. The Department of State cannot offer advice about the choice of business formation and strongly recommends consulting with legal and financial advisors before making the decision.
A business corporation may be formed by filing a Certificate of Incorporation pursuant to Section 402 of the Business Corporation Law. The Department of State has prepared instructions intended for use by first-time domestic incorporators. It includes answers to commonly asked questions, names and addresses of other government agencies that a corporation may need to contact, instructions for completing a Certificate of Incorporation, tax information, and fee information.
The existence of the corporation begins upon the filing of the Certificate of Incorporation with the Department of State. After the corporate existence has begun, an organization meeting of the incorporator or incorporators must be held for the purpose of adopting by-laws, electing directors and transacting any other business. (See Section 404 of the Business Corporation Law.) The initial by-laws of a corporation are adopted by its incorporator or incorporators at the organization meeting. (See Section 601 of the Business Corporation Law.)
The corporation is required to keep correct and complete books and records of account and must keep minutes of the proceedings of its shareholders, board of directors and executive committee, if any. The corporation must also keep a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof. (See Section 624 of the Business Corporation Law.)
In addition, a meeting of shareholders must be held annually for the election of directors and the transaction of other business on a date fixed by or under the by-laws. (See Section 602 of the Business Corporation Law.)
Please note by-laws and corporate books and records are not filed with the Department of State or any other state agency. These are internal documents maintained by the corporation. The Department of State cannot provide legal advice regarding the preparation of these documents.
One or more professionals may form, or cause to be formed, a professional service corporation (P.C.) for pecuniary profit for the purpose of rendering the professional service or services that the professionals are authorized to practice. A P.C. is 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 the occupations regulated by Title VIII of the Education Law plus any practice as an attorney and counselor-at-law, or as a licensed physician. A form for filing the Certificate of Incorporation for a P.C. may be obtained from the Department of State’s website.
The Division of Corporations is required by statute to reject for use any corporate, limited partnership, or limited liability company name that is not "distinguishable" from existing names on file. The only avenue to determine whether a name is available for a corporation, limited partnership or limited liability company is to make a name availability inquiry. The Corporation and Business Entity Database online search is intended for status inquiries of entities already on file with the Department of State. Customers are cautioned to avoid interpreting database search information as an indication that a name is or is not available for use.
The records of the Division of Corporations may be searched for availability of name by submitting a written request to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The written inquiry should state that you wish to determine the availability of a name and list the name or names to be searched.
Although it is not required, it is recommended that a copy of the name availability response be attached to the document you are submitting for filing.
A finding that the name is available is not an approval of the name by the Department of State and is not a determination that the proposed name satisfies any particular requirement of law. No expenditure or other commitment should be made in reliance upon the availability of a name.
Pursuant to Section 96 of the New York State Executive Law, the fee for searching the records for availability of name is $5 per name submitted. Please note that the Department's determination regarding the availability of a name applies only to the date and time that the name search was completed. Requests for name availability cannot be handled by telephone.
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 word "backer" or the phrase "cover sheet," as used in filings made with the Division of Corporations, describes a page of information that must accompany each certificate submitted for filing. The backer/cover sheet contains the following: (1) the name of the document (e.g., Certificate of Incorporation of ABC Inc.); (2) the statute under which the certificate is submitted for filing; and (3) the name and address of the filer of the certificate. The filer's name and address are used as the mailing address for the filing receipt (the only routine documentation issued upon a certificate filing) or rejection letter (describing changes and/or additions required to meet guidelines for filing). For filers using preprinted forms, the backer is provided on the last page.
Corporate kits may be purchased from a legal stationery store. A corporate kit usually contains a corporate seal, blank stock certificates and forms for the adoption of by-laws and recording the minutes of meetings. Rather than composing their own forms, some may find it easier to use the preprinted forms provided in a corporate kit. Please note that New York State law does not require a corporation to have a seal. Your telephone book's yellow pages or a yellow pages information operator (your area code + 555-1212) may be helpful in locating a legal stationery store.
For more information on requesting copies of corporation or business entity documents, visit the following page: https://dos.ny.gov/copies-corporation-or-business-entity-documents
(Also referred to as a Certificate of Good Standing or Certificate of Existence)
A Certificate of Status may be obtained by submitting a written request to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
The written request must include the following information:
The fee for a Certificate of Status is $25.
Certificates of Status cannot be ordered through this website, by email or over the telephone.
The Division of Corporations will accept written requests for Certificates of Status by fax. Fees for written requests by fax must be paid using your credit card/debit card. To pay for a fee using your credit card/debit card, simply complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your written request. Written requests for Certificates of Status may be faxed to (518) 473-1654.
The large volume of submissions and requests received each day by the Division makes it impracticable for Division staff to verify receipt of individual customer submissions. Please do not call the Division for verification of receipt after submitting a certificate or request by fax. If you do not receive correspondence from our office after a reasonable period of time has elapsed, you may contact the Division at (518) 473-2492 for further instructions.
Please note that a Certificate of Status will be returned by first-class mail. We do not provide these documents by fax. You may request that your certificate be returned to you by overnight delivery service by including a prepaid shipping label with your request. The Department of State will not accept prepaid shipping labels with the Department of State listed as the sender. The prepaid shipping label must list yourself as the sender and the receiver.
Corporations, limited partnerships, and limited liability companies are required by statute to conduct activities under their true legal name. If a corporation, limited partnership, or limited liability company desires to conduct activities under a name other than its true legal name, a certificate complying with Section 130 of the General Business Law must be filed with the New York State Department.
Framing Certificates are available from the NYS Department of State, Division of Corporations for those entities on file with the Department. Each certificate is printed on 11" x 14" parchment paper and is suitable for framing. The fee is $25.00 per certificate (check or money order payable to "NYS Department of State").
Send your request to:
NYS Department of State Division of Corporations
One Commerce Plaza, 99 Washington Ave.
Albany, New York 12231-0001
For additional information: (518) 473-2492
The Department of State's Division of Corporations accepts MasterCard, Visa and American Express for the payment of fees and services. Requests for copies of documents, certificates under seal, name availability, service of process and all documents submitted for filing may be paid by credit card or debit card.
With the exception of service of process, which must be made in person, all documents submitted for filing and written requests for other services may be faxed or otherwise delivered to the Division of Corporations. To pay for a fee by using your credit or debit card when not appearing in person, simply complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request. You may fax a document submitted for filing to the Division of Corporations at (518) 474-1418. Written requests for copies of documents, certificates under seal and name availability may be faxed to (518) 473-1654. Biennial Statements may be faxed to (518) 486-4680.
Please note that filing receipts, copies, certificates under seal and responses to name availability requests will be returned by first-class mail. We do not provide these documents by fax. You may request that your filing receipt or other document be returned to you by overnight delivery service by including a prepaid shipping label with your request. The Department of State will not accept prepaid shipping labels with the Department of State listed as the sender. The prepaid shipping label must list yourself as the sender and the receiver.
The Division of Corporations will accept requests for filings of documents, copies, certificates under seal and name availability by fax. Fees for requests by fax must be paid by charges to your credit card/debit card. To pay for a fee by using your credit card/debit card when not appearing in person, simply complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request. You may fax a document submitted for filing to the Division of Corporations at (518) 474-1418. Written requests for copies of documents, certificates under seal and name availability may be faxed to (518) 473-1654. Biennial and LLP Statements may be faxed to (518) 486-4680.
Please Note: With faxes, we recommend that you submit your certificate or request only once. Sending multiple submissions of the same certificate or request may result in duplicate filings or multiple performance of the same service with an applicable and non-refundable fee charged. The Division of Corporations, State Records, and Uniform Commercial Code receives a large amount of submissions throughout the day which makes it unlikely that a duplicate submission will be recognized as such prior to its processing. Therefore, there exists the possibility of duplicate filings or services occurring on the same day with associated fees being charged.
The large volume of submissions and requests received each day by the Division makes it impracticable for Division staff to verify receipt of individual customer submissions. Please do not call the Division for verification of receipt after submitting a certificate or request by fax. If you do not receive correspondence from our office after a reasonable period of time has elapsed, you may contact the Division at (518) 473-2492 for further instructions.
Please note that filing receipts, copies, certificates under seal and responses to name availability requests will be returned by first-class mail by the United States Postal Service. We do not provide these documents by fax. You may request that your filing receipt or other document be returned to you by overnight delivery service by including a prepaid shipping label with your request. The Department of State will not accept prepaid shipping labels with the Department of State listed as the sender. The prepaid shipping label must list yourself as the sender and the receiver. Overnight delivery service providers pick up outgoing packages from the Division of Corporations prior to the end of our business day. In this case, your overnight package may not leave the Department of State until the following business day.
The records of the Division of Corporations may be searched on this site. You may search the records of the Division of Corporations to obtain information on corporations, limited liability companies, limited partnerships, and limited liability partnerships. Information available includes the following: (1) current entity name; (2) date of organization; (3) jurisdiction, if other than New York State; (4) county location; (5) service of process address; (6) registered agent, if any; and (7) the current status of the entity. Information on business corporations may also include the name and address of the chief executive officer and the principal business location. The information available through this site is updated daily.
The Division of Corporations' computerized inquiry system contains the complete filing history* of all active corporations, limited partnerships, limited liability companies, and limited liability partnerships and a complete or partial filing history of corporations in existence on or after December 5, 1977, but that went out of existence before December 31, 1984. The records of corporations that went out of existence prior to December 5, 1977, are contained in manual inactive files at the Department of State. Although still maintained, a written request must be made for these records.
Customers are cautioned to avoid interpreting database search information as an indication that a name is or is not available for use. The Department of State is required by statute to reject for use any corporate, limited partnership, or limited liability company name that is not "distinguishable" from existing names on file. The only avenue to determine whether a name is available for a corporation, limited partnership or limited liability company is to make a name availability inquiry.
By Telephone: Callers to (518) 473-2492 may request a database search of up to five entity names during a single call. Information available includes the following: (1) current entity name; (2) date of organization; (3) jurisdiction, if other than New York State; (4) county location; (5) service of process address; (6) registered agent, if any; and (7) filing history. Information on business corporations may also include the name and address of the chief executive officer and the principal business location.
By Mail, Fax, or E-mail: Written requests containing up to five entity names may be submitted by mail directed to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231; by fax to (518) 473-1654; or by e-mail ([email protected]). The information for up to five record searches is provided free of charge. Requests for more than five record searches must be accompanied by a fee of $5 for each entity search exceeding the first five. Requests for more than five record searches must be submitted (with the required fee) by mail or in person at our Albany office.
By Service Company/Drawdown Account: A service company/drawdown (prepay) account may be established with the Division of Corporations to directly access the Division's computerized index of corporations and other business records.
A service company/drawdown account must be used to pay transaction fees if you wish to directly access the Division's computerized index of corporations and business entity records. The database may be searched by a corporation or business entity name. The Division of Corporations charges a fee of 75 cents per transaction. A transaction allows access to the filing history of business entities returned by the search.
The following are the requirements for accessing the Division of Corporations' database:
Once established, a service company/drawdown account may be used to pay for copies of documents, certificates of status, name availability, service of process, and most filings. With the exception of service of process, which must be done in person, covered filings and orders for other services may be faxed or otherwise delivered to the Division of Corporations, accompanied by a request to charge your account. Accessing the database also provides for the capability to print certificates of status in your office. This service requires that you have an e-mail package that handles attachments, Adobe Acrobat Reader, and a printer that handles graphics.
Although there is no requirement to maintain a minimum balance in a drawdown account once established, a minimum deposit of $100 is required to establish an account. The Department of State does not extend credit. If an account does not have sufficient funds to pay for the requested service of access to records, the request will be denied.
If you would like additional information, please contact the Division of Corporations, State Records and Uniform Commercial Code by e-mail ([email protected]), in writing, or by calling (518) 473-2492.
*To determine the certificate(s)/document(s) that have been filed with the Division of Corporations by the corporation or business entity, please contact the Call Center at (518) 473-2492.
The Department of State does not require or maintain information regarding the names and addresses of officers or directors of corporations, the members or managers of a limited liability company, the limited partners of a limited partnership or the partners in a limited liability partnership. These records are maintained by the corporation, limited liability company, limited partnership or limited liability partnership. You may wish to contact the entity directly to obtain this information.
The Department of State is able to provide the address to which the Secretary of State is required to forward copies of process accepted on behalf of a corporation, limited liability company, limited partnership and limited liability partnership, as well as the name and address of the registered agent, if one has been designated.
The Department's records may include the name and address of the chief executive officer and the principal business location of a business corporation, provided that the business corporation has filed its Biennial Statement as required by Section 408 of the Business Corporation Law.
You may search the New York Department of State's Corporation and Business Entity Database to obtain information on corporations, limited liability companies, limited partnerships, and limited liability partnerships.
A. Service of process on the New York Secretary of State as agent of a corporation or other business entity may be accomplished by serving an authorized person at the New York Department of State’s office at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Process should be brought to the Customer Service Counter located on the 6th Floor.
In addition to the other methods prescribed by law, the New York Secretary of State acts as the statutory agent for service of process for domestic and foreign business corporations; not-for-profit corporations that have been formed or amended their Certificate of Incorporation after September 14, 1981; limited liability companies; limited partnerships; and limited liability partnerships.
Only "process" may be served on the New York Secretary of State as agent. "Process" is defined as judicial process and all orders, demands, notices, or other papers required or permitted to be personally served on a domestic or foreign entity, for the purpose of acquiring jurisdiction of such entity in any action or proceeding, civil or criminal, whether judicial, administrative, arbitrative, or otherwise, in this state or in the federal courts sitting in, or for, this state. (See §102(a)(11) of the Business Corporation Law, §102(a)(12) of the Not-for-Profit Corporation Law, §102(x) of the Limited Liability Company Law, §121-101(o) of the Partnership Law.)
Service of process is accepted pursuant to the following sections of New York State Law: Sections 306, 306-A, and 307 of the Business Corporation Law; Sections 306 and 307 of the Not-for-Profit Corporation Law; Sections 301-A, 303, and 304 of the Limited Liability Company Law; Sections 121-104-A, 121-109, 121-1505, and 121-1506 of the Partnership Law. Please note that nothing in these sections of New York State law affects the right to serve process in any other manner permitted by law.
Service of process upon a domestic or authorized foreign corporation, limited liability company, limited partnership, or limited liability partnership requires that two copies of the process be personally served on the New York Secretary of State or any person authorized by him at the Office of the New York Department of State, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Service by mail is not permitted. The statutory fee for serving process is $40.
Service of process upon an unauthorized foreign or suspended corporation, limited liability company, limited partnership, or limited liability partnership requires that one copy of the process be personally served on the New York Secretary of State or any person authorized by him at the Office of the New York Department of State, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Service by mail is not permitted. The statutory fee for serving process is $40. Please refer to the appropriate section of law for additional mailing/service requirements.
The New York Department of State has prepared "Instructions for Service of Process on the Secretary of State as Agent for Domestic or Authorized Foreign Entities." The instructions are intended to provide guidance to Process Servers who wish to serve process on the New York Secretary of State. Please note that the New York Department of State cannot provide legal advice. Process Servers are encouraged to consult with their own attorneys for advice on any matter discussed in these instructions or regarding any other aspect of service of process.
To serve process on the New York Secretary of State as statutory agent of any person, corporation or other business entity, the Process Server will be required to:
B. Service of process on the New York Secretary of State in any action or proceeding in which the New York Secretary of State is a party to such action may be accomplished by serving a deputy secretary of state authorized to accept service. All such process may be served at the New York Department of State’s office at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Process should be brought to the Customer Service Counter located on the 6th Floor.
The New York State Tax Law requires a corporation to file franchise tax reports and pay franchise taxes annually even if the corporation does not conduct business or loses money. Franchise tax requirements begin the date the corporate existence begins. Tax responsibilities continue until the corporation is legally dissolved by the Secretary of State.
The corporation will need a taxpayer identification number, obtainable from the federal Internal Revenue Service. The IRS can answer questions about paying or withholding federal income tax, social security taxes and other federal taxes.
Questions concerning New York State taxes should be directed to the New York State Department of Taxation and Finance, Taxpayer Assistance Bureau, W.A. Harriman Campus, Albany, NY 12227. You may contact the Business Tax Information Center at (518) 457-5342.
Resource list of the most common areas of inquiry not handled by the Department of State.
Most business corporations and limited liability companies (LLCs) may file their Biennial Statement online using the Department of State’s e-Statement Filing Service and pay the $9 filing fee using a credit card or debit card. MasterCard, Visa and American Express are acceptable forms of payment. The e-Statement Filing Service is available Monday-Friday from 6:00 a.m. to 7:30 p.m., Eastern Standard Time. In order to utilize the e-Statement Filing Service for the filing of a Biennial Statement, you must have the exact name of the entity and its DOS ID number. The exact name of the entity and its DOS ID number may be found by searching the name of the entity on the Department of State’s Corporation & Business Entity Database. A Biennial Statement should not be filed prior to the calendar month in which the Biennial Statement is due.
Domestic and foreign business corporations are required by Section 408 of the Business Corporation Law to file a Biennial Statement every two years with the New York Department of State. The Biennial Statement must set forth: (i) the name and business address of its chief executive officer, (ii) the street address of its principal executive office, (iii) the address to which the New York Secretary of State shall forward copies of process accepted on behalf of the corporation and (iv) the number of directors constituting the board and how many directors of such board are women.
Domestic and foreign limited liability companies (LLCs) are required by Section 301(e) of the Limited Liability Company Law to file a Biennial Statement every two years with the New York Department of State setting forth the address to which the New York Secretary of State shall mail a copy of any process accepted on its behalf.
A corporation or LLC that fails to file its Biennial Statement will be reflected in the New York Department of State’s records as past due in the filing of its Biennial Statement. Any Certificate of Status or status letter obtained from the New York Department of State will reflect that the corporation or LLC is past due in the filing of its Biennial Statement. This may prevent the corporation or LLC from completing certain business transactions.
Litigation with corporations and LLCs is often initiated by the service of process on the New York Secretary of State as agent of the corporation or LLC. The New York Department of State is required to send a copy of such process to the corporation or LLC at the post office address on file for service of process. Many companies move their location and neglect to notify the New York Department of State. Filing a Biennial Statement affords a corporation or LLC the opportunity of updating their address for service of process and avoiding the possibility of a default judgement.
The filing period for a business corporation or LLC is the calendar month in which its original Certificate of Incorporation, Articles of Organization or Application for Authority was filed with the New York Department of State. The Biennial Statement must be filed every two years.
The fee for filing a Biennial Statement for a business corporation or LLC is $9. Expedited handling is not available for the filing of Biennial Statements.
The filing period for a business corporation or LLC is the calendar month in which its original Certificate of Incorporation, Articles of Organization or Application for Authority was filed with the New York Department of State. The Biennial Statement must be filed every two years. The corporation or LLC will again be required to file a Biennial Statement in the calendar month in which the Biennial Statement is due.
A Biennial Statement Amendment may be filed to amend the name and address of a business corporation’s chief executive officer and/or the address of the corporation’s principal executive office. The form for filing a Biennial Statement Amendment is provided by the New York Department of State. You are required to use the Biennial Statement Amendment form provided by the New York Department of State. The statutory fee for filing is $9.
To request a Biennial Statement Amendment, contact the Statement Unit of the New York Department of State’s Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002. You may also contact the Statement Unit by fax at (518) 486-4680 or by E-mail Your request must include the exact name of the corporation or LLC and its date of formation or authorization.
Please note that the corporation’s address for service of process may not be amended in a Biennial Statement Amendment. The address for service of process may only be amended by filing a Certificate of Change or Certificate of Amendment. The forms for filing a Certificate of Change or Certificate of Amendment are available on the Division’s website.
Yes. Biennial Statements may still be filed online on the Department’s website. If the Biennial Statement cannot be filed online, you may request a paper form by contacting the Statement Unit of the Department of State’s Division of Corporations. You may contact the Statement Unit by fax at (518) 486-4680 or by E-mail. A request for a paper form must include the exact name of the corporation or LLC and its date of formation or authorization or its DOS ID number.
The past due Biennial Statement may be filed online on the Department of State’s website. If the Biennial Statement cannot be filed online, contact the Statement Unit of the New York Department of State’s Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002 to request a form to file your past due Biennial Statement. You may also contact the Statement Unit by fax at (518) 486-4680 or by E-mail Your request must include the exact name of the corporation or LLC and its date of formation or authorization or DOS ID number.
At the time of filing the Biennial Statement or at any time thereafter, you may request a new Certificate of Status from the Division of Corporations.
Please contact the Statement Unit of the New York Department of State’s Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002 and request a paper form. You may also contact the Statement Unit by fax at (518) 486-4680 or by E-mail Your request must include the exact name of the corporation or LLC and its date of formation or authorization.
A domestic corporation or LLC remains active until it dissolves. A foreign corporation or LLC remains active until it surrenders or terminates its application for authority.
A domestic business corporation may be voluntarily dissolved by filing a Certificate of Dissolution pursuant to Section 1003 of the Business Corporation Law. A domestic LLC should file Articles of Dissolution pursuant to Section 705 of the Limited Liability Company Law.
A foreign corporation or LLC no longer doing business in New York State, but who remains active in their home state, should file a Certificate of Surrender of Authority pursuant to Section 1310 of the Business Corporation Law or Section 806 of the Limited Liability Company Law, as appropriate.
A foreign corporation or LLC that no longer exists in its home state, should file a Certificate of Termination of Existence pursuant to Section 1311 of the Business Corporation Law or Section 807 of the Limited Liability Company Law, as appropriate.
The forms and/or instructions for filing these documents are available on the New York Department of State’s website.
You may contact the Statement Unit of the New York Department of State’s Division of Corporations by Email or by fax to (518) 486-4680. Any request for a biennial statement must be made in writing and include the exact name of the corporation or LLC and its date of formation or authorization or its DOS ID number. The mailing address is New York State Department of State, Division of Corporations, Statement Unit, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231-0002.
A not-for-profit corporation is a corporation formed pursuant to the Not-for-Profit Corporation Law. Not-for-Profit Corporation Law Section 201 (Purposes) provides that a not-for-profit corporation may be formed for as a Charitable Corporation or a Non-charitable Corporation as defined in Not-for-Profit Corporation Law Section 102 (Definitions). A not-for-profit corporation may not be formed for pecuniary profit or financial gain and the corporation’s assets, income or profit may not be distributed to or otherwise used to benefit the corporation’s members, directors or officers except as permitted by the Not-for-Profit Corporation Law, e.g., as reasonable compensation for services to the corporation. (See Not-for-Profit Corporation Law Sections 102 (a)(5) and 515).
No. There is no mechanism in the United States to incorporate on the federal level. A company interested in incorporating (or forming a partnership or limited liability entity) must contact each state's licensing authority individually.
Religious Corporations Law Section 2 defines a religious corporation as a corporation created for religious purposes to enable its members to meet for divine worship or other religious observances. Corporations formed for the purpose of operating a church or other religious denominations are filed pursuant to the Religious Corporations Law.
Corporations formed pursuant to the Religious Corporations Law are generally created by filing a Certificate of Incorporation with the office of the county clerk in the county in which the principal office or place of worship is located. (See Section 3 of the Religious Corporations Law.)
Any questions you may have regarding the formation of a corporation under the Religious Corporations Law should be directed to an attorney of your choice or to the county clerk’s office in the county where the principal office or place of worship is located.
The existence of the corporation begins upon the filing of the Certificate of Incorporation with the Department of State. After the corporate existence has begun, an organization meeting of the initial directors designated in the Certificate of Incorporation must be held for the purpose of adopting by-laws, electing directors and the transaction of any other business. (See Section 405 of the Not-for-Profit Corporation Law.)
The corporation is required to keep correct and complete books and records of account and must keep minutes of the proceedings of its members, board of directors and executive committee, if any. The corporation must also keep a record containing the names and addresses of all members, the number of capital certificates held by each member and the dates when they respectively became the owners of record thereof. (See Section 621 of the Not-for-Profit Corporation Law.)
In addition, a meeting of members must be held annually for the election of directors and the transaction of other business on a date fixed by or under the by-laws. (See Section 603 of the Not-for-Profit Corporation Law.)
Not-for-profit corporations formed for charitable purposes may be required to register with the Office of the Attorney General, Charities Bureau, Registration Section, 120 Broadway, New York, NY 10271. The telephone number is (212) 416-8415.
The Division of Corporations is required by statute to reject for use any corporate, limited partnership, or limited liability company name that is not "distinguishable" from existing names on file. The only avenue to determine whether a name is available for a corporation, limited partnership or limited liability company is to make a name availability inquiry. The Corporation and Business Entity Database online search is intended for status inquiries of entities already on file with the Department of State. Customers are cautioned to avoid interpreting database search information as an indication that a name is or is not available for use.
The records of the Division of Corporations may be searched for availability of name by submitting a written request to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The written inquiry should state that you wish to determine the availability of a name and list the name or names to be searched.
Although it is not required, it is recommended that a copy of the name availability response be attached to the document you are submitting for filing.
A finding that the name is available is not an approval of the name by the Department of State and is not a determination that the proposed name satisfies any particular requirement of law. No expenditure or other commitment should be made in reliance upon the availability of a name.
Pursuant to Section 96 of the New York State Executive Law, the fee for searching the records for availability of name is $5 per name submitted. Please note that the Department's determination regarding the availability of a name applies only to the date and time that the name search was completed. Requests for name availability cannot be handled by telephone.
The word "backer" or the phrase "cover sheet," as used in filings made with the Division of Corporations, describes a page of information that must accompany each certificate submitted for filing. The backer/cover sheet contains the following: (1) the name of the document (e.g., Certificate of Incorporation of ABC Inc.); (2) the statute under which the certificate is submitted for filing; and (3) the name and address of the filer of the certificate. The filer's name and address are used as the mailing address for the filing receipt (the only routine documentation issued upon a certificate filing) or rejection letter (describing changes and/or additions required to meet guidelines for filing). For filers using preprinted forms, the backer is provided on the last page.
The Department of State issues an official filing receipt to the filer of the Certificate of Incorporation. The filing receipt reflects the date of filing, the name of the corporation, an extract of information provided in the Certificate of Incorporation and an accounting of fees paid. Filers should verify that this information is correct.
The filing receipt is your proof of filing. The filing receipt should be retained with the corporation’s permanent records. The Department of State does not issue duplicate filing receipts to replace those lost or destroyed
Corporate kits may be purchased from a legal stationery store. A corporate kit usually contains a corporate seal, blank stock certificates and forms for the adoption of by-laws and recording the minutes of meetings. Rather than composing their own forms, some may find it easier to use the preprinted forms provided in a corporate kit. Please note that New York State law does not require a corporation to have a seal. Your telephone book's yellow pages or a yellow pages information operator (your area code + 555-1212) may be helpful in locating a legal stationery store.
For more information on requesting copies of corporation or business entity documents, visit the following page: https://dos.ny.gov/copies-corporation-or-business-entity-documents
(Also referred to as a Certificate of Good Standing or Certificate of Existence)
A Certificate of Status may be obtained by submitting a written request to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
The written request must include the following information:
The fee for a Certificate of Status is $25.
Certificates of Status cannot be ordered through this website, by email or over the telephone.
The Division of Corporations will accept written requests for Certificates of Status by fax. Fees for written requests by fax must be paid using your credit card/debit card. To pay for a fee using your credit card/debit card, simply complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your written request. Written requests for Certificates of Status may be faxed to (518) 473-1654.
The large volume of submissions and requests received each day by the Division makes it impracticable for Division staff to verify receipt of individual customer submissions. Please do not call the Division for verification of receipt after submitting a certificate or request by fax. If you do not receive correspondence from our office after a reasonable period of time has elapsed, you may contact the Division at (518) 473-2492 for further instructions.
Please note that a Certificate of Status will be returned by first-class mail. We do not provide these documents by fax. You may request that your certificate be returned to you by overnight delivery service by including a prepaid shipping label with your request. The Department of State will not accept prepaid shipping labels with the Department of State listed as the sender. The prepaid shipping label must list yourself as the sender and the receiver.
Corporations, limited partnerships, and limited liability companies are required by statute to conduct activities under their true legal name. If a corporation, limited partnership, or limited liability company desires to conduct activities under a name other than its true legal name, a certificate complying with Section 130 of the General Business Law must be filed with the New York State Department.
Framing Certificates are available from the NYS Department of State, Division of Corporations for those entities on file with the Department. Each certificate is printed on 11" x 14" parchment paper and is suitable for framing. The fee is $25.00 per certificate (check or money order payable to "NYS Department of State").
Send your request to:
NYS Department of State Division of Corporations
One Commerce Plaza, 99 Washington Ave.
Albany, New York 12231-0001
For additional information: (518) 473-2492
The Department of State's Division of Corporations accepts MasterCard, Visa and American Express for the payment of fees and services. Requests for copies of documents, certificates under seal, name availability, service of process and all documents submitted for filing may be paid by credit card or debit card.
With the exception of service of process, which must be made in person, all documents submitted for filing and written requests for other services may be faxed or otherwise delivered to the Division of Corporations. To pay for a fee by using your credit or debit card when not appearing in person, simply complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request. You may fax a document submitted for filing to the Division of Corporations at (518) 474-1418. Written requests for copies of documents, certificates under seal and name availability may be faxed to (518) 473-1654. Biennial Statements may be faxed to (518) 486-4680.
Please note that filing receipts, copies, certificates under seal and responses to name availability requests will be returned by first-class mail. We do not provide these documents by fax. You may request that your filing receipt or other document be returned to you by overnight delivery service by including a prepaid shipping label with your request. The Department of State will not accept prepaid shipping labels with the Department of State listed as the sender. The prepaid shipping label must list yourself as the sender and the receiver.
The Division of Corporations will accept requests for filings of documents, copies, certificates under seal and name availability by fax. Fees for requests by fax must be paid by charges to your credit card/debit card. To pay for a fee by using your credit card/debit card when not appearing in person, simply complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request. You may fax a document submitted for filing to the Division of Corporations at (518) 474-1418. Written requests for copies of documents, certificates under seal and name availability may be faxed to (518) 473-1654. Biennial and LLP Statements may be faxed to (518) 486-4680.
Please Note: With faxes, we recommend that you submit your certificate or request only once. Sending multiple submissions of the same certificate or request may result in duplicate filings or multiple performance of the same service with an applicable and non-refundable fee charged. The Division of Corporations, State Records, and Uniform Commercial Code receives a large amount of submissions throughout the day which makes it unlikely that a duplicate submission will be recognized as such prior to its processing. Therefore, there exists the possibility of duplicate filings or services occurring on the same day with associated fees being charged.
The large volume of submissions and requests received each day by the Division makes it impracticable for Division staff to verify receipt of individual customer submissions. Please do not call the Division for verification of receipt after submitting a certificate or request by fax. If you do not receive correspondence from our office after a reasonable period of time has elapsed, you may contact the Division at (518) 473-2492 for further instructions.
Please note that filing receipts, copies, certificates under seal and responses to name availability requests will be returned by first-class mail by the United States Postal Service. We do not provide these documents by fax. You may request that your filing receipt or other document be returned to you by overnight delivery service by including a prepaid shipping label with your request. The Department of State will not accept prepaid shipping labels with the Department of State listed as the sender. The prepaid shipping label must list yourself as the sender and the receiver. Overnight delivery service providers pick up outgoing packages from the Division of Corporations prior to the end of our business day. In this case, your overnight package may not leave the Department of State until the following business day.
The records of the Division of Corporations may be searched on this site. You may search the records of the Division of Corporations to obtain information on corporations, limited liability companies, limited partnerships, and limited liability partnerships. Information available includes the following: (1) current entity name; (2) date of organization; (3) jurisdiction, if other than New York State; (4) county location; (5) service of process address; (6) registered agent, if any; and (7) the current status of the entity. Information on business corporations may also include the name and address of the chief executive officer and the principal business location. The information available through this site is updated daily.
The Division of Corporations' computerized inquiry system contains the complete filing history* of all active corporations, limited partnerships, limited liability companies, and limited liability partnerships and a complete or partial filing history of corporations in existence on or after December 5, 1977, but that went out of existence before December 31, 1984. The records of corporations that went out of existence prior to December 5, 1977, are contained in manual inactive files at the Department of State. Although still maintained, a written request must be made for these records.
Customers are cautioned to avoid interpreting database search information as an indication that a name is or is not available for use. The Department of State is required by statute to reject for use any corporate, limited partnership, or limited liability company name that is not "distinguishable" from existing names on file. The only avenue to determine whether a name is available for a corporation, limited partnership or limited liability company is to make a name availability inquiry.
By Telephone: Callers to (518) 473-2492 may request a database search of up to five entity names during a single call. Information available includes the following: (1) current entity name; (2) date of organization; (3) jurisdiction, if other than New York State; (4) county location; (5) service of process address; (6) registered agent, if any; and (7) filing history. Information on business corporations may also include the name and address of the chief executive officer and the principal business location.
By Mail, Fax, or E-mail: Written requests containing up to five entity names may be submitted by mail directed to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231; by fax to (518) 473-1654; or by e-mail ( [email protected] ). The information for up to five record searches is provided free of charge. Requests for more than five record searches must be accompanied by a fee of $5 for each entity search exceeding the first five. Requests for more than five record searches must be submitted (with the required fee) by mail or in person at our Albany office.
By Service Company/Drawdown Account: A service company/drawdown (prepay) account may be established with the Division of Corporations to directly access the Division's computerized index of corporations and other business records.
A service company/drawdown account must be used to pay transaction fees if you wish to directly access the Division's computerized index of corporations and business entity records. The database may be searched by a corporation or business entity name. The Division of Corporations charges a fee of 75 cents per transaction. A transaction allows access to the filing history of business entities returned by the search.
The following are the requirements for accessing the Division of Corporations' database:
Once established, a service company/drawdown account may be used to pay for copies of documents, certificates of status, name availability, service of process, and most filings. With the exception of service of process, which must be done in person, covered filings and orders for other services may be faxed or otherwise delivered to the Division of Corporations, accompanied by a request to charge your account. Accessing the database also provides for the capability to print certificates of status in your office. This service requires that you have an e-mail package that handles attachments, Adobe Acrobat Reader, and a printer that handles graphics.
Although there is no requirement to maintain a minimum balance in a drawdown account once established, a minimum deposit of $100 is required to establish an account. The Department of State does not extend credit. If an account does not have sufficient funds to pay for the requested service of access to records, the request will be denied.
If you would like additional information, please contact the Division of Corporations, State Records and Uniform Commercial Code by e-mail ( [email protected] ), in writing, or by calling (518) 473-2492.
*To determine the certificate(s)/document(s) that have been filed with the Division of Corporations by the corporation or business entity, please contact the Call Center at (518) 473-2492.
The Department of State does not require or maintain information regarding the names and addresses of officers or directors of corporations, the members or managers of a limited liability company, the limited partners of a limited partnership or the partners in a limited liability partnership. These records are maintained by the corporation, limited liability company, limited partnership or limited liability partnership. You may wish to contact the entity directly to obtain this information.
The Department of State is able to provide the address to which the Secretary of State is required to forward copies of process accepted on behalf of a corporation, limited liability company, limited partnership and limited liability partnership, as well as the name and address of the registered agent, if one has been designated.
The Department's records may include the name and address of the chief executive officer and the principal business location of a business corporation, provided that the business corporation has filed its Biennial Statement as required by Section 408 of the Business Corporation Law.
You may search the New York Department of State's Corporation and Business Entity Database to obtain information on corporations, limited liability companies, limited partnerships, and limited liability partnerships.
A. Service of process on the New York Secretary of State as agent of a corporation or other business entity may be accomplished by serving an authorized person at the New York Department of State’s office at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Process should be brought to the Customer Service Counter located on the 6th Floor.
In addition to the other methods prescribed by law, the New York Secretary of State acts as the statutory agent for service of process for domestic and foreign business corporations; not-for-profit corporations that have been formed or amended their Certificate of Incorporation after September 14, 1981; limited liability companies; limited partnerships; and limited liability partnerships.
Only "process" may be served on the New York Secretary of State as agent. "Process" is defined as judicial process and all orders, demands, notices, or other papers required or permitted to be personally served on a domestic or foreign entity, for the purpose of acquiring jurisdiction of such entity in any action or proceeding, civil or criminal, whether judicial, administrative, arbitrative, or otherwise, in this state or in the federal courts sitting in, or for, this state. (See §102(a)(11) of the Business Corporation Law, §102(a)(12) of the Not-for-Profit Corporation Law, §102(x) of the Limited Liability Company Law, §121-101(o) of the Partnership Law.)
Service of process is accepted pursuant to the following sections of New York State Law: Sections 306, 306-A, and 307 of the Business Corporation Law; Sections 306 and 307 of the Not-for-Profit Corporation Law; Sections 301-A, 303, and 304 of the Limited Liability Company Law; Sections 121-104-A, 121-109, 121-1505, and 121-1506 of the Partnership Law. Please note that nothing in these sections of New York State law affects the right to serve process in any other manner permitted by law.
Service of process upon a domestic or authorized foreign corporation, limited liability company, limited partnership, or limited liability partnership requires that two copies of the process be personally served on the New York Secretary of State or any person authorized by him at the Office of the New York Department of State, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Service by mail is not permitted. The statutory fee for serving process is $40.
Service of process upon an unauthorized foreign or suspended corporation, limited liability company, limited partnership, or limited liability partnership requires that one copy of the process be personally served on the New York Secretary of State or any person authorized by him at the Office of the New York Department of State, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Service by mail is not permitted. The statutory fee for serving process is $40. Please refer to the appropriate section of law for additional mailing/service requirements.
The New York Department of State has prepared "Instructions for Service of Process on the Secretary of State as Agent for Domestic or Authorized Foreign Entities." The instructions are intended to provide guidance to Process Servers who wish to serve process on the New York Secretary of State. Please note that the New York Department of State cannot provide legal advice. Process Servers are encouraged to consult with their own attorneys for advice on any matter discussed in these instructions or regarding any other aspect of service of process.
To serve process on the New York Secretary of State as statutory agent of any person, corporation or other business entity, the Process Server will be required to:
B. Service of process on the New York Secretary of State in any action or proceeding in which the New York Secretary of State is a party to such action may be accomplished by serving a deputy secretary of state authorized to accept service. All such process may be served at the New York Department of State’s office at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Process should be brought to the Customer Service Counter located on the 6th Floor.
Resource list of the most common areas of inquiry not handled by the Department of State.
