Kiritsis & Associates
WHAT ARE THE PERIODIC COMPLIANCE REQUIREMENTS FOR NEW YORK CORPORATIONS?
Aug 16, 2021
Kiritsis Law Group Call us 212-922-0005
Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M
The Business Corporation Law (BLC) requires a New York corporation to file biennial statements that confirm the address of its principal office (often the most important requirement). Other information includes the corporation’s address for process of service (BLC section 408). New York seems to be unique in this regard, since most states require such statements on an annual basis. Also, unlike other jurisdictions, New York municipal authorities may require additional filing reports in addition to the biannual filing statement.
Below is a number of issues that may typically need to be addressed, prior to incorporation:
What is the Corporation's proposed name selection?
Will the Corporation elect to operate for profit or non for profit?
Will the bylaws indicate if Corporation is for profit or non profit Corporation?
Can shareholder action be taken without a proper meeting?
How many directors are to serve on the Board of Directors?
Should the Board of Directors' initial members be named in the Articles of Incorporation?
Will the Corporation have a President?
Will the Corporation have a Vice President?
Will the Corporation have a Treasurer?
Who is going to be the Corporation's corporate secretary?
When will the internal affairs governing documents of the Corporation become legally binding?
Who will be the designated organizer for the Corporation?
Will the Corporation assume a trade name?
What will be the Corporation's legal name at the time of its incorporation?
What will be the physical street address of the Corporation?
What will be the Corporation's mailing address(may or may not be the same as the physical Street address)?
When will the Corporation's operations begin?
How many employees will the Corporation legally have?
What is the forecasted annual revenue of the Corporation for its initial year of operations?
What will be the principal type of activities in which the Corporation will engage in?
Where will the Corporation conduct its daily ordinary business operations?
How many authorized shares will the Corporation be legally permitted to have?
Will the Corporation's shareholders be conferred with the legal rights to maintain their ownership percentage through additional stock purchases?
Will the Corporation's shareholders be subjected to offer to the Corporation first, their shares, prior to selling them to others?
What will be the Corporation's fiscal year end date (not necessarily the same as calendar year)?
Where would the names, addresses and phone numbers of the Board of Directors members?
Will the directors' terms be staggered and how it may shorten and/or prolong such director's tenure with the Corporation?
If the director terms are staggered, what will be his/her length in terms of raw number years in office (if any)?
Will the directors of the Corporation be authorized to lease office space on behalf of the Corporation?
Who is the contact person of the corporate commercial tenant, with regards to correspondence with the underlying commercial landlord?
Will officers/directors be authorized to enter into employment agreements with the corporation?
Which corporate officers will be authorized to legally bind corporations with regards to employment agreements?
What are the contact information of the individual officers?
Who are the Corporation's key employees from the perspective of taxation and corporate governance, respectively?
Will the Corporation have non-Board member key employees?
Who are the Corporation's initial shareholders?
What will be the contributions of each of the initial shareholders?
What shareholder voting requirements are needed for approving corporate action at properly conducted shareholder meetings?
What shareholder vote requirements are needed to approve corporate action via written consent (absent a shareholder agreement)?
What are the shareholder voting requirements needed for changing the corporate bylaws?
When and where will the initial Corporation shareholder meeting will be held?
What are the logistics of scheduled corporate shareholder meetings?
Will the Corporation issue stock certificates?
Will fringe type of benefits be offered by the Corporation?
What benefits (if any) will be offered by the Corporation to its shareholders, officers and/or directors?
Who will be the Corporation's registered agent?
Who will be the Corporation's accountant?
Who will be the Corporation's lawyer/general counsel?
Who will be the Corporation's insurance professional?
Who will be the Corporation's banker/financier?
Has a founder's type of agreement been entered PRIOR to the date of incorporation?
Is the underlying business of the Corporation an already existing business or is it an entirely new start up?
Will the Corporation be treated as a C Corp for tax related purposes?
Will the Corporation elect S Corp tax treatment?
Will the Corporation have, own and/or operate LLCs/Subsidiaries?
Citations and possibly useful reference links, may include:
-U.S. Constitution
-New York State Bar Association
-New York City Bar Association
-American Bar Association
-New York State Secretary of State: Divisions of Corporations
-Internal Revenue Code
-Internal Revenue Service
-New York Department of Finance
-New York Business Corporation Law
-New York UCC (Uniform Commercial Code)
-New York LLC (Limited Liability Company) Law
-New York General Obligations Law (GOL)
-New York CPLR
-Delaware Corporate Law
-Delaware LLC Law
-Bankruptcy Code
-Revised Uniform Limited Liability Company Law (RULLCA)
-New York Partnership Law
-New York Trust Law
-New York Constitution
-Gordon v. Doty 69 P.2d 136 (Idaho 1937)
-A. Gay Jenson Farms Co. v. Cargill, Inc., 309 N.W.2d (Minn 1981)
-Hoddeson v. Koos Bros., 47 N.J. Super. 224 (N.J. Super. Ct. App. Div.1957)
-Ira S. Bushey & Sons, Inc. v. United States, 398 F.2d 167 (2d Cir. 1968)
-Majestic Realty Assoc., Inc. v. Toti Contracting Co., 30 N.J. 425 (1959)
-Town & Country House & Home Serv., Inc. v. Newbery, 3 N.Y.2d 554
-Fenwick v. Unemployment Compensation Comm’n, 133 N.J.L. 295 (1945)
-Martin v. Peyton, 246 N.Y. 213 (1927)
-Meinhard v. Salmon, 249 N.Y. 458 (1928)
-Eisenberg v. Flying Tiger Line, Inc., 451 F.2d 267 (2d Cir. 1971)
-Marx v. Akers, 644 N.Y.S.2d 121
-Auerbach v. Bennett, 47 N.Y.2d 619 (1979)
-A.P. Smith Mfg. Co. v. Barlow, 13 N.J. 145 (1953)
-Kamin v. American Express Co., 86 Misc.2d 809 (N.Y. Sup. Ct. 1976)
-Francis v. United Jersey Bank, 87 N.J. 15 (1981)
-Bayer v. Beran, 49 N.Y.S.2d 2 (N.Y. Sup. Ct. 1944)
-Escott v. BarChris Construction Corp.m 283 F.Supp. 643 (S.D.N.Y. 1968)
-Levin v. Metro-Goldwyn-Mayer, Inc., 264 F.Supp. 797 (S.D.N.Y. 1967)
-Rosenfeld v. Fairchild Engine & Airplane Corp., 309 N.Y. 168 (1955)
-AFSCME v. AIG, Inc., 462 F3d 121 (2d Cir. 2006)
-Crane Co. v. Anaconda Co., 39 N.Y.2d 14 (1976)
-Ingle v. Glamore Motor Sales, Inc. 73 N.Y.2d 183 (1989)
-Metropolitan Life Ins. Co. v. RJR Nabisco, Inc., 716 F.Supp 1504 (S.D.N.Y. 1989)
-Morgan Stanley & Co. v. Archer Daniels Midland Co., 570 F.Supp 1529 (S.D.N.Y. 1983)
-Form 1120
-Form 1120S
-Form K-1S
-Form 1099- DIV
-Buckley v. Valeo, 424 U.S. 1 (1976)
Law Offices of Kiritsis & Associates
Phone: 212-922-0005
Manhattan Office (Main Office):
633 Third Avenue
New York, NY 10017
Suite 1306
Brooklyn Office (By Appointment Only):
1023 74th Street
Brooklyn, NY 11228
1st Floor
New Jersey Office:
7309 Ventnor Avenue
Ventnor, NJ 08406
2nd Floor
ATTORNEY ADVERTISING. PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME.
We hope you would find this website useful with regards to finding potentially relevant information for your legal issue. The Law Offices of Kiritsis & Associates PLLC is a boutique Law Firm Group headquartered in Midtown Manhattan, with offices in Manhattan, Brooklyn (NY) and New Jersey. We strive to provide professional legal services for individuals and various business entities. Our clientele ranges from including aspiring entrepreneurs, startups to established business organizations.
We offer flat fee prices for many of the practice areas provided listed throughout our website. For more information on a topic you may be interested in, or simply to find out how our Law Firm Group can help, you may click at any of our site's links.
We are available for existing and potentially new clients 7 days a week via online, phone, and/or in person.
Phone: 212-922-0005
Intellectual Property Disclaimer(s):
Copyright 2021
The materials available through this website and any other websites owned by John Kiritsis (individually and collectively, the "Website") are the property of John Kiritsis and his entities, and are protected by copyright, trademark, and other intellectual property laws. You may not use, reproduce, download, store, post, broadcast, transmit, modify, sell, or make available to the public content from the Website without the prior written approval of John Kiritsis. Beware that any unauthorized use of John Kiritsis trademarks and copyrighted content for commercial purposes in violation of John Kiritsis's intellectual property rights will be vigorously enforced. All other trademarks, service marks and trade names referenced in this site are the property of John Kiritsis.
Our firm has a robust practice area presence regarding business formation and corporate governance. Below are just some of the areas that our firm may be able to help you with:
-Incorporations
-New York Incorporation State Filing Forms
-NY Incorporation State Filing Fee Payment Forms
-Corporate Seals
-Corporate Books and Records
-Incorporator Filer Services
-Incorporation Organizer Services
-Corporate Secretary Services
-Corporate Governance
-Corporate Litigation
-Piercing the Corporate Veil
-Corporate Kits
-Professional Service Corporations
-Professional Corporations
-Service Corporations
-C Corps
-S Corps
-Corporate Minutes
-Corporate Meeting Minutes
-Corporate Paper Meetings
-Corporate Live Meetings
-Corporate Resolutions
-New York BCL Legal Analysis Services
-Corporate Bylaws
-Shareholder Agreements
-Shareholder litigation
-DIrect Corporate Litigation
-Derivative Corporate Litigation
-Corporate Employment Contracts
-Corporate Independent Contractor Agreements
-Corporate Structuring
-Corporate Mergers
-Corporate Reverse Mergers
-Corporate Consolidations
-Corporate Tax Return
-Corporate Tax Compliance
-Corporate Tax Controversies
-Corporation Stock Certificates
-Corporation Preliminary Name Search
-Corporate Banking Resolution
-Corporate Asset Purchase Agreements
-Asset Protection Driven Incorporations
-Tax favored Corporations
-LLC Incorporations
-S Corp tax election
-Parent Corporations
-Subsidiary Corporations
-Corporation Division
-Shell Corporation
-Shelf Corporation
-Corporate Resolution Authorizing Transaction
-Corporate Service Agreements
-Ongoing Corporate Legal Counsel Assistance
-Minority Business Certification for New York Corporations
-Women Owned Certification for New York Corporations
-Veteran Owned Small Business Certification for New York Corporations
-Service Disabled Veteran Small Business Certification for New York Corporations
-Legal Name Selections for New York Corporations
-Corporate Tax Ids
-Corporation EIN
-Corporation New York State Tax Id
-Federal Corporate Income Tax Return
-State Corporate Income Tax Return
-For Profit Business Corporations
-New York Domestic Business Corporations
-New York Foreign Qualified Corporations
-Shareholder Proxy Battles
-Shareholder Voting Proxy Trust Agreements
-Bearer Corporate Stock Certificates
-Par Value Corporate Stock Shares
-Par Value Corporate Stock Certificates
-Corporation LLC Divisions
-Corporation D & B Numbers
-Bank Letters for Corporations
-Employer Manuals for Corporations
-Corporation Federal Trademarks
-Corporation State Trademarks
-Corporation Federal Service Marks
-Corporation State Service Marks
-Corporation Copyright Registration
-Corporation Business Registration
-Corporation Biennial Filing Reports
-Corporation Franchise Fee Filling Reports
-Corporation Stock Purchase Agreements
-Corporate Indemnification Agreements
-Corporate Shareholder Restrictive Agreements
-Corporate Shareholder Divorce Protection Structuring
-Corporate Security Agreements
-Corporate Lender's Agreements
-Corporate Promissory Notes
-Corporate Capital Stock
-Corporation Non Voting Stock Certificates
-Corporation Preferred Stock Certificates
-Corporate Side Agreements
-Corporation Registered Agent Services
-Corporation General Counsel Club Services
-Duplicate Corporate Kit Orders
-Replacement Corporate Kit Orders
-New Corporate Kit Orders
-Corporate Books & Ledgers
-Corporate Meeting Recordation Services
-Articles of Incorporation
-Corporate Shareholder Ownership Register
-Pre-Incorporation Agreements
-Seed Capital Credit Agreements
-Shareholder Stock Pledge Agreements
-Corporation Independent Director Service Agreements
-Customized Corporate Record Kits
-Corporation Document Retrieval Services
-Corporation Filing Forms Services
-Corporation Nominee Services
-UBO (Ultimate Beneficial Owner) Trust Agreements
-Corporate Stock Ledgers
-Corporation Fictitious Names
-Corporation Alternate Names
-Corporation DBAs
-For Profit Corporations
-Low Profit Corporations
-Non Profit Corporations
-Shareholder Directive Order Agreements
-Corporate Dissolutions
-Corporate Terminations
-Perpetual Duration Corporations
-Limited Duration Corporations
-De jure Corporations
-De facto Corporations
-Corporation Certificate of Good Standing
-Corporate Tax Clearance Letter
-Corporate Inversions
-Corporate Domestications
-Corporate Spin Offs
-C Corp electing S Corp tax treatment
-Ending S Corp tax election
-C Corp Subsidiary
-C Corp Division
-S Corp Subsidiary
-S Corp Sub Subsidiary
-Shareholder Meeting Agenda
-Shareholder Meeting Paper Ballots
-Incorporation for Licensed Professional Owners/Executives
-Corporate Tax Avoidance Planning
-Reverse Corporate Piercing
-Corporate Bankruptcy Petition Filings
-Corporate Governance Documents
-Corporate Stock Shares Certificates
-Board of Director Meeting Minutes
-New York Articles of Incorporation Filing Forms
-New York Amendment of Articles of Incorporation
-New York Correction of Articles of Incorporation
-New York Corporation Kits
-New York LLC formation
-New Jersey LLC Formation
-New York Incorporations
-New Jersey Incorporations
-Delaware LLC formation
-Delaware Incorporations
-Limited Liability Law
-Business Corporate Law
-Partnership Law
-General Partnerships
-Limited Liability Partnerships
-Limited Partnerships
-Solo Proprietorships
-DBAs (Doing Business As)
-Business Registration
-Registered Agent Services
-Agents for Service of Process
-NY LLC Newspaper Publication
-New Jersey Business Registration
-NY Entity Biannual Report
-NJ Entity Biannual Report
-Delaware Franchise Tax Returns
-C Corps
-S Corps
-Partnership Tax Returns
-Disregarded Entities
-Mergers
-Acquisitions
-Non-Profit Entity Structures
-Corporate Governance
-Website Terms of Service Language
-Website Purchase Agreements
-Technology Law
-Start-up Law
-Corporate Law
-S Corporation Tax Election
-C Corporation Taxation
-Corporate Governance
-Document Review Services
-Information Law
-Information Governance
-Proxy Statement
-Proxy Battles
-Proxy Voting Trusts
-Initial Meeting
-Monthly Meeting
-Quarterly Meeting
-Annual Meeting
-Meeting Minutes
-Stock Certificates
-Membership Certificates
-Membership Interest Certifications
-Paper Meeting
-Meeting Agendas
-Live Meeting
-Corporate Disputes
-Partnership Disputes
-LLC Disputes
-General Counsel Service
-Small Business Attorneys
-Business Law
-Entertainment Law
-Disputes
-Employment Law
-Contract Law
-Blockchain Technologies and Digital Currencies
-Business Agreements
-Business Divorce
-Contract Negotiation
-Corporate Financing
-Data Privacy and Cybersecurity
-E-Commerce
-Intellectual Property Licenses and Assignments
-Internet Law
-Legal Due Diligence
-Corporate Investigations
-Mergers and Acquisitions
-NFTs (Non-Fungible Tokens)
-Non-Profit Formation and Law
-Privacy policy & Terms and Conditions
-SaaS Agreements
-Secured Transactions
-Venture Capital
-Adult Entertainment Films
-Art Law
-Comedy Law
-Copyright Registration
-E Sports Law
-Single Member LLCs
-Multi-Member LLCs
-Member-Managed LLCs
-Manager-Managed LLCs
-Customized LLC Operating Agreements
-LLC Governing Documents
ATTORNEY ADVERTISING. PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME.
The views expressed by this author are not legally binding or reflective of the author, the author's firm, the author's employers, the author's employees, or any individual and/or organization.