Corporation in a Box offers legal education to entrepreneurs operating or thinking about forming a company in New York.

How to Use Corporation in a Box

Click the 'let's get started' button to begin answering questions. Each question will bring you to a new page with more questions or presentations. To help make Corporation in a Box more effective, we have document libraries throughout the resource. These documents are to be used for education only. We encourage users to seek legal assistance to help build the correct forms. There are free and low cost legal programs for entrepreneurs throughout New York. We would be happy to connect you with those programs as they occur.

Why are you here?

Are you currently operating?

Have you filed anything with the government?

Are there multiple founders in your business?

You are operating as a General Partnership.

Be sure you completed all statutory requirements for formation.

You are operating as a Sole Proprietorship.

Be sure you completed all statutory requirements for formation.

You are operating as a Limited Liability Company.

Be sure you completed all statutory requirements for formation.

You are operating as a Corporation.

Be sure you completed all statutory requirements for formation.

You need to choose an entity type for formation.

In general, an entrepreneur should consider tax and liability when choosing a business form. Listen to the following presentation to learn about choosing an entity.

Download the audio presentation

Here is a landscape of the entity options available to entrepreneurs in New York State

To learn more, click on an entity

Sole Proprietorship - learn more by viewing the following presentation

Formation and Operation Documents

To learn more about different business entity categories, view the Table of Entities

General Partnership - learn more by viewing the following presentation

Fomration and Operation Documents

To learn more about different business entity categories, view the Table of Entities

To learn more about different business entity categories, view the Table of Entities

Limited Liability Company - a popular choice of entity for many entrepreneurs. It has both liability and tax benefits to business owners. Learn more by viewing the following presentation.

Formation

There are two categories of LLCs: foreign LLCs and domestic LLCs. A domestic LLC is a limited liability company that is formed and operated in New York State. A foreign limited liability company is formed outside of NY but operates inside this state. A foreign LLC must apply for authority to do business in NY. Review the accompanying checklist and presentation for more information about how to form both a domestic and foreign limited liability company.

Articles of Organization

The articles of organization is the formation document for the limited liability company. An LLC is formed after the articles are filed, but the business owners must still complete the publication requirement mandated in the Limited Liability Company Law. The New York Department of State requires a coversheet for all formation filings. A sample cover sheet is attached in this resource.

Operating Agreement

The operating agreement is like a corporation’s bylaws. It outlines the internal governance and structure of the organization. To learn more about the contents of the operating agreement listen to this presentation and review the template agreement.

To learn more about different business entity categories, view the Table of Entities

Corporation - a popular choice for entrepreneurs because it offers strong liability protections for owners. A corporation is owned by shareholders, overseen by a board of directors and operated by officers. Managing a corporation is more complicated than other entities because it requires a coordination between the board of directors, shareholders and officers. This page is a formation helper for C-corporations. This is the most commonly used corporate form.

Forming a corporation is more complicated than other entity structures. The formation process is outlined in the New York Business Corporation Law. Business owners forming a corporation must satisfy all formation requirements under the law. Failure to complete formation is a failure to form a corporation. There is a formation checklist in this resource to help clarify the formation process. A domestic corporation is a corporation that was formed in NY. A foreign corporation is a corporation that was formed in another state. Review the checklist and listen to the formation presentation for more information.

The certificate of incorporation is formation document for a corporation. This document is an outline of the business. The NY Business Corporation Law mandates that the certificate outline eight specific items including (but not limited to): the business name, location, purpose and stock structure. Listen to the presentation about the certificate of incorporation to learn more about these requirements. The New York Department of State requires a coversheet for all formation filings. A sample cover sheet is attached in this resource.

After the corporation is formed, the incorporators must hold a meeting to appoint a board of directors, draft bylaws and adopt the bylaws. The bylaws govern the internal operations of a corporation. Listen to the bylaws presentation and review the bylaw templates to help draft your own bylaws.

To learn more about different business entity categories, view the Table of Entities