How to Form a Corporation in New York
By Edmond Hui · Facts verified July 29, 2026 against primary state sources
Edmond Hui · Founder, MyStateLLC
Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.
What you file in New York
Incorporation filing
| Document | Certificate of Incorporation (domestic business corporation, filed pursuant to Business Corporation Law Section 402) |
| Fee | $125 |
| Recurring report | Biennial Statement — every two years, $9 |
| First report due | Every two years, during the calendar month in which the original Certificate of Incorporation was filed with the Department of State |
This page covers the state filing and the charges that follow it. For the procedural side — name availability, registered agent, bylaws and the federal EIN — see the formation guide and how to get an EIN, both of which apply to corporations as well as LLCs.
What it costs to incorporate and stay filed
State filing charges only. Corporate income tax and franchise tax are excluded — both depend on income or net worth, so no flat figure would be true for every corporation.
| Charge | Amount | How often |
|---|---|---|
| Certificate of Incorporation (domestic business corporation, filed pursuant to Business Corporation Law Section 402) | $125 | One time |
| Biennial Statement | $9 | Every two years |
| First-year state filing charges | $129.50 | — |
| Five-year state filing charges | $147.50 | — |
New York is the 34th cheapest of 49 states on the incorporation filing fee alone. Nationally the fee runs from $35 in Montana to $300 in Texas, averaging $113.06. It is a one-off charge, so over five years it is usually outweighed by the recurring report fee and any annual franchise or minimum tax.
States that are cheaper to incorporate in
A cheaper filing fee elsewhere rarely saves money if you actually operate in New York. Every state sets its own threshold for what counts as transacting business, and where that threshold is met an out-of-state corporation is generally required to register as a foreign corporation — which would mean fees in both states rather than one. Whether it applies to you depends on facts this page cannot see, so check foreign qualification in New York before incorporating elsewhere to save on the filing fee.
New York corporation vs New York LLC
State filing charges only. Corporate income tax and franchise tax are excluded because both depend on income or net worth, so no flat figure exists for either entity.
| Corporation | LLC | |
|---|---|---|
| Formation filing fee | $125 | $200 |
| Report cadence | Every two years | Every two years |
| Report fee | $9 | $9 |
| Entity-level tax on the LLC side | — | Partnership, LLC and LLP Annual Filing Fee |
Worth noticing: a corporation is $75 cheaper to file here than an LLC. That is the exception nationally — corporations are the cheaper filing in only 15 of the 50 states, the two entities cost the same in 25, and the LLC is cheaper in 10.
Full New York LLC cost breakdown · LLC vs C-corp explained · LLC vs S-corp explained
State taxes a New York corporation pays
Corporate income tax
| Applies | Yes |
| Rate | Article 9-A franchise tax on the business income base: 6.5% general rate; 7.25% for general business taxpayers whose business income base exceeds $5,000,000 (rates for tax years beginning on/after Jan 1, 2025; the 7.25% rate is in effect through the 2026 tax year). Qualified NY manufacturers 0.00%. |
| Minimum tax | $25 |
Franchise or gross-receipts tax
New York's corporate tax is a franchise tax under Article 9-A. C corporations pay the highest of the business income base tax, the capital base tax, or the fixed dollar minimum tax. The C-corporation fixed dollar minimum tax is based on New York receipts and ranges from $25 (receipts up to $100,000) to $200,000 (receipts over $1 billion). Paid to the Department of Taxation and Finance (not the Department of State).
The $25 minimum tax is deliberately left out of the filing-charge totals on this page. A minimum tax is owed to the state tax authority on a tax return, not to the business filing office — but unlike an income-based tax it is a floor, so treat it as a recurring cost of keeping the corporation alive here.
What these totals leave out: the filing-charge figures on this page are what you pay the business filing office. They exclude corporate income tax and any franchise or gross-receipts tax, because both depend on income, net worth or receipts. The section above sets out what New Yorklevies — or that it levies neither. Where a state's franchise tax carries a flat minimum, that minimum is an unavoidable annual cost these totals do not include, and over five years it can be the larger number.
C-corp return: CT-3 (General Business Corporation Franchise Tax Return)
Electing S-corporation status in New York
New York does not follow the federal S election for its own tax — the corporation is taxed at the entity level regardless. Full New York S-corporation election guide.
Frequently Asked Questions
Where these numbers come from
This page covers the state filing required to incorporate in New York and the charges that follow it. Every figure was checked against New York's own published sources on July 29, 2026— the state business filing agency's fee schedule, the governing statute, and where a state tax applies, the state Department of Revenue. Commercial formation-service pages were used as leads only and are never cited. Anything the review could not confirm from an official source is left blank on this page rather than filled with an estimate.
Corporate income tax and franchise tax are quoted as the state publishes them, as rate schedules and thresholds, and are excluded from every dollar total here. They depend on income or net worth, so there is no flat figure that would be true for every corporation.
Primary sources:
- https://www.tax.ny.gov/bus/ct/def_art9a.htm
- https://dos.ny.gov/certificate-incorporation-domestic-business-corporation
- https://dos.ny.gov/biennial-statements-business-corporations-and-limited-liability-companies
- https://www.tax.ny.gov/pdf/current_forms/ct/ct3si.pdf
- https://www.tax.ny.gov/forms/current-forms/ct/ct6.htm