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Steps 6-10 of Incorporation

We went over the first five steps for incorporating your Long Island business in our last blog, we’ll finish up here with the remaining five parts of the incorporation process that apply if you want to incorporate an existing firm or would like to do business in New York and are headquartered outside the state. The attorneys of Harras Bloom & Archer LLP handle all business matters on Long Island, and will help guide you to success by using their profound knowledge of the legal system to represent your best interests, whether you simply need guidance or require aggressive court representation.

Here are the basic steps for forming a corporation in Nassau or Suffolk county. For steps 1 – 5, click here.

6. Appoint Initial Corporate Directors

Initial corporate directors must be appointed by the incorporator, the person who signed the articles. These directors must serve on the board until  the first annual meeting of shareholders, when the shareholders elect the board members who will serve for the next term. An “Incorporator’s Statement” signed by the incorporator must include the names and addresses of the initial directors. A copy of the statement should be filed in the corporate records book.

7. Schedule and the first meeting of the corporation’s board of directors

During this meeting, the directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize issuance of shares of stock, set the corporation’s fiscal year, and adopt an official stock certificate form and corporate seal. The incorporator or any of the directors must record the meeting minutes and edit them over the course of a week or two before sending them to all directors to sign.

8. Issue Stock to Each Shareholder

Small corporations typically issue paper stock certificates, though they are not legally required anymore. Include each shareholder’s name and contact information in the corporation’s stock transfer ledger.

9. File Biennial Statement

All New York corporations must file a Biennial Statement with the Department of State, due every other year in during the calendar month in which the corporation’s original certificate of incorporation was filed.

10. Comply with Tax and Regulatory Requirements

There are additional tax and regulatory requirements your corporation must adhere to, including:

  • EIN: Your corporation must obtain a federal employer identification number (EIN). You can obtain an EIN by completing an online application on the IRS website for no filing fee.
  • S Corporation Filing: In order for a corporation to elect S corporation status for tax purposes, it must submit a ‘Election by a Small Business Corporation’ form (signed by all the shareholders within two months and 15 days after the beginning of the corporation’s first tax year. Then, file Form CT-6, Election by a Federal S Corporation to be Treated as a New York S Corporation.
  • New York State Taxes: Under New York State Tax Law, a corporation must file franchise tax reports and pay franchise taxes annually even if the corporation loses money or doesn’t conduct business. Franchise tax requirements begin on the date of incorporation and continue until the corporation is legally dissolved by the Secretary of State.
  • Business Licenses: The State of New York may require that you either obtain a license or permit depending on the nature of your business.

For legal guidance on any business litigation matter, contact the Long Island law office of Harras Bloom & Archer LLP at 631-498-5505.


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Steps 1-5 of Incorporation

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