New York's Business Corporation Law

When people start a business, one of the many decisions they must make is what legal form their operations should take. New York allows companies to adopt a number of different legal structures, each of which has its pros and cons. For example, business owners may choose to incorporate in accordance with New York’s Business Corporation law (NY BCL). While there are many benefits to incorporating, the process can present challenges, and it is prudent for anyone considering creating a corporation to speak to an attorney as soon as possible. The capable New York business attorneys of The Linden Law Group, P.C., are proficient at helping people determine which legal structure best suits their business needs and goals, and if incorporating is appropriate for you, we can guide you through the process in an efficient and skilled manner.

Parties can form business corporations under NY BCL which, among other things, defines a business corporation as a legal entity that is distinct and separate from the individuals that own and operate the business. Business corporations have numerous key features; namely, they limit the liability of the business owners, endure perpetually, and have similar rights to people. It is also relatively easy to transfer a business corporation’s assets from one party to another.

A person referred to as an incorporator can form a business corporation by completing a Certificate of Incorporation and filing it with the Department of State in accordance with the NY BCL. Any natural person who is at least 18 years old can act as an incorporator, and a business corporation can have multiple incorporators.

The Certificate of Incorporation must set forth the name and address of each incorporator, the name of the corporation, and the purpose for which the corporation is being formed. NY BCL also states that the Certificate of Incorporation must identify the county in which the corporate office will be located and state the total number of shares the corporation will have the authority to issue. Additionally, it must name the secretary of state as the agent who can accept service of process on behalf of the business corporation and provide a physical and email address for the secretary of state to forward service of process to the business corporation. If the corporation has a registered agent, their name and address must be provided as well, along with a statement indicating they can accept service on behalf of the corporation. The Certificate may also limit or eliminate the liability of certain parties and indicate the duration of the corporation if it is something other than perpetual.

After a business corporation has been created, an organization meeting must be held by the incorporator to adopt by-laws, elect directors, and transact any other essential business. The corporation must also hold a shareholder meeting each year, during which it will elect directors and conduct any other business indicated by the by-laws. Corporations are required to keep minutes of meetings with any executive committee, board of directors, and shareholders, records of account, and complete books, as well as a record of the names and addresses of each shareholder and the number and class of shares they hold.

Incorporating provides business owners with numerous benefits, but the state imposes many requirements on corporations, and it is important for anyone considering creating a corporation to fully weigh their options. If you want to learn more about the advantages of creating a corporation, it is smart to confer with an attorney with experience helping business owners protect their interests. The trusted business attorneys of the Linden Law Group, P.C., have ample experience helping business owners incorporate in compliance with New York’s BCL Law, and if you hire us, we can help you form a corporation. Our offices are located in Manhattan and Long Island, and we assist people with business creation needs in Manhattan, Queens, the Bronx, Brooklyn, and Staten Island, as well as in Nassau and Suffolk Counties. You can contact us through our online form or by calling us at (212) 537-6612 to set up a meeting.