Certificate of Incorporation Professional Service for Domestic Corporations

Certificate of Incorporation Professional Service for Domestic Corporations
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Overview

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.

How to File

  • Complete and file the Certificate of Incorporation with the Department of State.
  • 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 completed Certificate of Incorporation, together with the statutory filing fee of $125, should be forwarded to:
    • New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

Name Availability

  • 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.

Fees

$125 filing fee for Certificate of Incorporation.

All fees must be paid by cash, check, money order, MasterCard, Visa or American Express.

  • To pay for a fee using your credit card or debit card, complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
  • Checks and money orders should be made payable to the “Department of State.” Please do not send cash through the mail.  All checks over $500 must be certified.

Expedited Processing

  • Expedited Handling Services: (optional) The NYS Department of State's Division of Corporations offers expedited processing of time-sensitive documents. For an additional fee, the Department of State will process a document within the following time frames for the additional fee indicated; $25.00 per document for processing within 24 hours, $75.00 per document for processing within the same day, or $150.00 per document for processing within 2 hours.
  • The additional, non-refundable fee for expedited processing service must be paid by a separate check or money order or indicated in the appropriate space on the Credit Card/Debit Card Authorization Form.
    • The Division of Corporations accepts MasterCard, Visa and American Express for the payment of fees. To pay for a fee using your credit card or debit card, simply complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
    • The Credit Card/Debit Card Authorization Form submitted with any request for services must specifically indicate the level of expedited service requested.
    • The envelope bearing documents for filing and other requests for expedited processing services must be marked with the notation "Expedited Processing" on the envelope.

Additional Information

  • Certified Copies: A certified copy of the certificate of incorporation and of each amendment thereto shall be filed by the corporation with the licensing authority within thirty days after the filing with the Department of State.  To facilitate the process, you may wish to order a certified copy of your Certificate of Incorporation at the time of filing. Should you decide to do this, a written request for the certified copy/copies must be included with the Certificate of Incorporation and include the appropriate fee. The fee for a certified copy of a document is $10.  Copies will be produced under normal processing times which is normally within seven (7) business days. If you wish to have the certified copy request processed sooner, you will be required to request and pay for Expedited Processing.
  • 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.)
  • The NYS Department of Taxation and Finance (TAX) creates a NYS Corporation Tax Account for all newly formed corporations. The NYS Department of State (DOS) notifies TAX of the formation. TAX generates a temporary New York State identification number prefixed by the letters TF and notifies the corporation of this "TF" number by mailing Form CT-198, Corporation Tax Account Information to the address provided by DOS. The form provides the corporation with the identification number, file number, and current filing period. The corporation must complete the CT-198 form or contact TAX to provide its Federal Identification Number. It is the responsibility of the corporation to keep TAX informed of corrections to their records and must return Form CT-198 as soon as possible to ensure proper identification. For more information, contact the TAX at (518) 485-2889 or visit their website at www.tax.ny.gov.
  • Business corporations are required to file a Biennial Statement two years after the filing of the Certificate of Incorporation with the NYS Department of State, and every two years thereafter.  The filing period is the calendar month in which the original Certificate of Incorporation was filed by the Department of State.  Online filing is available on the Department of State’s website. The filling fee is $9. Entities who wish to receive a notice when the Biennial Statement is due for filing must provide an email address at the Department of State’s Email Address Submission/Update Service.
  • Corporations are required by statute to conduct business under their true legal or “real” name. If a corporation wishes to conduct business under a name other than its true legal name, a Certificate of Assumed Name must be filed with the NYS Department of State.
  • The NYS Department of State recommends that legal documents be prepared under the guidance of an attorney.

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