Form Your New York C Corporation

The state filing fee for the Certificate of Incorporation is $125, filed with the New York Department of State, Division of Corporations. Ongoing, you file a biennial statement every two years for just $9, and the corporation pays the Article 9-A franchise tax (a $25 minimum). Our service fee is added on top of the state fee.

Standard processing through the New York Department of State runs roughly 2-3 weeks. New York does not offer an expedite option for corporate filings the way some states do, so plan your funding and stock-issuance timeline around that window.

Venture capitalists and institutional investors almost universally require a C Corporation. It lets you issue multiple classes of stock, maintain a clean cap table, grant options from a pool, and run priced rounds or SAFEs, all on a governance framework, a board of directors and bylaws, that investors and their counsel already understand.

At the federal level, a C Corporation pays a flat 21% corporate income tax, and dividends distributed to shareholders are taxed again on their personal returns, the so-called double taxation. In New York, the corporation also pays the Article 9-A corporate franchise tax (top rate 7.25%, $25 minimum), plus state sales tax where applicable.

If you receive restricted founder stock that vests over time, an 83(b) election tells the IRS to tax the stock at its low value today rather than as it vests. You must file it with the IRS within 30 days of receiving the shares, the deadline is strict and missing it can be costly, so most founders file immediately after the corporation issues stock.

Qualified Small Business Stock (QSBS) under Section 1202 may offer significant tax benefits to early shareholders who hold qualifying C Corporation stock. The specific rules changed in 2025, so whether and how much benefit applies depends on your facts and timing, confirm eligibility with a qualified tax advisor before relying on it.

No. Under FinCEN's March 2025 interim final rule, US domestic entities and US persons are exempt from Beneficial Ownership Information (BOI) reporting. Only entities formed outside the US and registered to do business in a US state still file.

You file a biennial statement with the Department of State every two years (the fee is $9) during your anniversary month, and you pay the Article 9-A corporate franchise tax annually. You also maintain corporate formalities, a board, bylaws, meeting minutes, and an up-to-date stock ledger and cap table.