Starting a Business in New York State

First, contact the village, town, or city and county clerk where the business plans to locate. Local laws to consider include zoning, parking, sign regulations, and certain occupational licenses such as auctioneers, electricians, and plumbers.

Business Structures

Explore the most common business structures below. If you plan to conduct business under a name other than your own, you must register the name. Keep in mind that registration is not permission to conduct business.

Sole Proprietorship

The simplest form of a business structure owned by one individual is a sole proprietorship. All business responsibilities and decisions are those of the single owner. The owner of a sole proprietorship has unlimited liability for the business.

Form: Certificate of Conducting Business as a Sole Proprietor. Purchase this form from a legal stationery store in New York, through Blumberg Forms or at 800-529-6278.

Complete and notarize the form, then file it with the county clerk in each county where the business is located. You usually need three copies: the original for the county clerk, one for the bank to open an account, and one for the business.

Fee: $25 plus $4-$5 for each certified copy. (The filing fee in the five counties within New York City is $100; certified copies are $10.)

Partnership

A partnership is the relationship between two or more persons or companies that carry on a trade or business together. In the absence of a partnership agreement, the NYS Partnership Law sets forth the rights and duties of the partners.

Form: Certificate of Conducting Business as Partners. Purchase this form from a legal stationery store in New York, through Blumberg Forms at 800-529-6278.

Complete and notarize the form, then file it with the county clerk in each county where the business is located. You usually need three copies: the original for the county clerk, one for the bank to open an account, and one for the business.

Fees: $25 plus $4-$5 for each certified copy. (The filing fee in the five counties within New York City is $100; certified copies are $10.)

Limited Partnership

A limited partnership consists of one or more general partners with unlimited liability for all obligations incurred by the partnership and one or more limited partners whose liability is limited to the extent of his or her capital contribution.

Form: Certificate of Limited Partnership filed with the NYS Department of State, Division of Corporations. (See Corporations for form information.) NOTE: Limited partnerships must publish a notice in two newspapers in the county where the business is located specifying the details of the limited partnership within 120 days after filing.

Fees: $200.

Limited Liability Company

A Limited Liability Company is an unincorporated business organization of one or more persons having limited liability for the contractual obligations and other liabilities of the business, other than a partnership or trust.

Form: Articles of Organization filed with the NYS Department of State, Division of Corporations. NOTE: An LLC must publish a notice in two newspapers in the county where the business is located for six consecutive weeks specifying the details of the limited liability company within 120 days after filing.

Fees: $5 for each name search, $20 for reservation of name, $200 for Articles of Organization, $25 each for affidavits of publication.

Tax Information: The NYS Department of Taxation and Finance’s Publication 16, New York Tax Status of Limited Liability Companies and Limited Liability Partnerships, explains personal income tax, corporate franchise tax requirements, and annual filing fees administered by the Department of Taxation and Finance. Refer to the “Tax Information” section for additional requirements and contact information.

Corporations

A corporation is an entity separate and distinct from the individual(s) who own and manage the business. A corporation can sell, buy, and inherit property in its own name and is legally endowed with rights, powers, and duties in the conduct of lawful activities. Business corporations operate for profit and can raise capital by selling shares of interest in the corporation. A corporation's debts and obligations are distinctly its own.

Form: Certificate of Incorporation. Obtain this form from the NYS Department of State, purchase it from a legal stationery store in New York, have it prepared by an attorney, or apply online at NYS Department of State.

Fees:$5 for each name search, $20 for reservation of name, $125 for Certificate of Incorporation, and a minimum tax of $10 to cover stock issuance.

Tax Information: Corporations must file a franchise tax report and pay a franchise tax for all or part of each calendar/fiscal year the corporation exists. They must file federal tax returns. Refer to the “Tax Information” section for contact information.

S Corporation

Under Section 1362 of the Internal Revenue Code, certain small business corporations may report income on personal tax returns. Individual shareholders who wish to obtain this option must file federal Form 2553. Once the Internal Revenue Service grants approval, you must file Election Form CT-6 with the NYS Department of Taxation and Finance.

Not-for-Profit Corporation

Not-for-Profit corporations cannot distribute assets, income, and profits to the benefit of the members, directors, or officers except to the extent permitted by statute. The filing fee is $75 with the NYS Department of State. You must obtain non-profit status approval from the Internal Revenue Service before requesting approval from the NYS Department of Taxation and Finance.

Foreign Corporation

The NYS Department of State authorizes an out-of-state corporation to conduct business in New York. The basic filing fee is $225 and a certificate of existence or good standing is always required from the jurisdiction that originally organized the corporation.

Tax Information

New York: The NYS Department of Taxation and Finance's Publication 20, New York State Tax Guide for New Businesses, provides basic information about  tax laws and regulations. This publication outlines the procedures to follow and forms to file with the NYS Department of Taxation and Finance to fulfill tax obligations.

Sales and Use Taxes:  If your business will sell tangible personal property or provide specific services in New York, the business is required to collect and remit NYS sales and local tax to the NYS Department of Taxation and Finance, usually on a quarterly basis. Publication 750, A Guide to Sales Tax in New York State, has information on your tax obligations and how to obtain a “Certificate of Authority”.  The NYS Department of Taxation and Finance recommends filing for authority at least 20 days before providing taxable sales or services.

Federal: For federal tax requirements, contact the Internal Revenue Service for a copy of The Small Business Federal Tax Responsibilities. This publication contains general information on federal tax obligations such as estimated taxes and self-employment tax, as well as various publications for starting a business.

Federal (Employer) Identification Number

An Employer Identification Number (EIN), also known as a federal tax identification number, identifies a business entity.  Generally, all businesses need a federal tax identification number. An EIN is a nine-digit number that the Internal Revenue Service assigns to a business.  The IRS uses the number to identify taxpayers that are required to file various business tax returns such as those for alcohol, tobacco, or firearms.  Employers, sole proprietorships, partnerships, limited liability companies, and corporations (including "S" corporations and not-for-profit organizations) as well as other business entities use EINs.

Form: Apply online with the IRS for the SS-4 Application for Employer Identification Number

Employer Responsibilities

The Federal government requires all employers to have their employees fill out Form I-9 and Form W-4.  Federal employment taxes required are: Federal Income Tax Withholding, Social Security and Medicare Taxes (FICA), and Federal Unemployment Tax (FUTA). The IRS’ Publication 15, “Circular E, Employer’s Tax Guide,” explains Federal tax responsibilities as an employer.

Form I-9: Employment Eligibility Verification Obtain this form from the U.S. Citizenship and Immigration Services or at 1-800-870-3676.

Form W-4: Employee’s Withholding Allowance Certificate Obtain this form from the Internal Revenue Service or call forms or publications: 1-800-829-3676 or information: 1-800-829-1040.

New York State requires all employers to provide: Unemployment, Workers’ Compensation, and Disability Benefits insurances as well as comply with wage reporting and withholding tax requirements. The NYS Department of Taxation and Finance’s Publication NYS-50, Employer’s Guide to Unemployment Insurance, Wage Reporting, and Withholding Tax, explains NYS tax responsibilities as an employer.

Unemployment Insurance: An employer who begins hiring employees to work in New York is required to pay contributions on the wages paid to their employees and must notify the NYS Department of Labor promptly to determine if they are liable. The conditions for liability differ among business, non-profits, government, domestic, agricultural, and all other employees.

Apply online with the NYS Department of Labor.

Workers' Compensation Insurance: Provides protection to the employer from liability in the event of an on-the-job injury resulting in employee disability or death and to provide monetary relief and medical benefits to the injured worker. This insurance is available through the NYS Insurance Fund, at 888-875-5790, or through a private insurance carrier. NOTE: Workers' Compensation is also available to sole proprietors or partners who have no employees.

Disability Benefits Insurance: Provides for the payment of cash benefits to employees who become disabled because of injuries or sickness that have no connection to their employment, and for disabilities arising from pregnancies. Employers and employees may pay for this insurance jointly or solely by the employer. This insurance is available through the NYS Insurance Fund, at 888-875-5790, or through a private insurance carrier.

Downlad the NYS License Center Starting a Business brochure.

View more federal, state, and local resources for businesses.