Corporate Bylaws

When starting a corporation in the state of New York, a certain set of bylaws set forth between members and managers of a business can be created. What this will do is allow business owners to have a written document proving that all relevant parties have agreed upon the rules and regulations set in place. This document will prove useful when future disputes between members arise. Within this agreement there are a number of important provisions defined that were previously left undocumented. This agreement is not required in New York, though it can be very useful for varied legal matters. It is recommended that founders work with a lawyer to draft corporate bylaws. Bylaws usually include sections with information about:

• Corporate Authority
• Offices
• Shareholders
• Directors
• Waiver of Notice
• Committees
• Officers and Board of Directors
• Indemnification
• Certificates for Shares
• Dividends
• General Provisions
• Right of First Refusal
• Amendments

There are many online templates available for writing bylaws. Here are some useful ones:

• Startabusiness.org Free New York Corporate Bylaws Template
• Upcounsel.com Corporate Bylaws for New York Free Legal Template
• Docracy.com Standard Corporate Bylaws Form for a New York Corporation

After Forming a Corporation

After forming a corporation, a business must undertake certain steps on an ongoing basis to keep a business in compliance. These steps are also important in preserving the limited liability a corporation provides its owners. This guide outlines the ongoing requirements for New York corporations:

New York Corporate records: New York corporations must keep the following items with their corporate records at the principal place of business in New York or with the transfer/registered agent:

• Complete books and records of account
• Minutes of shareholder, director and executive committee (if any) meetings
• A list of the names and addresses of all shareholders, the number and class of shares held by each, and the date each became a shareholder

New York Corporate Taxes and Fees: The following are taxation requirements and ongoing fees for New York corporations:

• Biennial report. New York requires corporations to file a biennial (every two years) report during the anniversary month of the incorporation. The filing fee is $9.

Taxes

• Federal tax identification number (EIN). An EIN is required for corporations that will have employees. Additionally, most banks require an EIN in order to open a business bank account.
• State tax identification number. New York does not require a state tax identification number.

New York Business Licenses

S corporation election: New York does not recognize the federal S corporation election and does require a state-level S corporation election.

More information on New York Corporation requirements can be found here.

After Forming a LLC

After forming a limited liability company (LLC) , you must undertake certain steps on an ongoing basis to keep your business in compliance. These steps are also important in preserving the limited liability an LLC provides its owner(s). This guide outlines the ongoing requirements for New York LLCs.

New York LLC taxes and fees: The following are taxation requirements and ongoing fees for New York LLCs:

• Biennial report. New York requires corporations to file a biennial (every two years) report during the anniversary month of the incorporation. The filing fee is $9.
• Taxes
• Federal tax identification number (EIN). An EIN is required for LLCs that will have employees. Additionally, most banks require an EIN in order to open a business bank account.
• State tax identification number. New York does not require a state tax identification number.
• Business licenses in New York: Business licenses and/or permits are required for most businesses.

More information on New York LLC requirements can be found here.

Sources

• Startabusiness.org Free New York Corporate Bylaws Template
• Upcounsel.com Corporate Bylaws for New York Free Legal Template
• Docracy.com Standard Corporate Bylaws Form for a New York Corporation
• Bizfilings.com New York State Corporation Requirements
• Bizfilings.com New York LLC Requirements