Incorporate Your Business in New York Online! NYS Incorporation and LLC Formation in all States

INCORPORATE INCORPORATE IN NEW YORK ONLINE! OFFERING ASSISTANCE IN FORMING NEW YORK CORPORATIONS, LIMITED LIABILITY COMPANIES

Need to incorporate a business fast in New York? Use Coddan rush service and incorporate in 24 hours. Order online or by phone today! Learn about how to incorporate a business, types of corporations, state information, incorporating requirements, taxes and business structures. You probably found this page because you're looking into the process of New York company formation. Coddan provides helpful online information in incorporating a business. Find out how to incorporate a business in New York. Incorporating your business means you are serious about the business you are doing. It adds substance to your product, service or venture. It communicates stability, authority and professionalism, and a permanence that goes beyond any single person. Your business, instead of being a one-person operation, becomes an established entity. Incorporate in New York, or form a Limited Liability NYS Company online! Our quick and easy online order forms allow us to gather all the information we need in order to prepare and file the documents for your business with the State. Take 5 minutes to fill out our order form and we will do the rest. Coddan is an online incorporator service, we have lawyer-free easy fees.

New York LLC is a recognized form of corporate organization especially useful to business developers and entrepreneurs like you. By electing a New York LLC, you pick a corporate form that's recognized by all fifty states, plus your New York LLC establishes a legal presence for your business in New York State. Advantages In Raising Investor Capital. A New York LLC offers key advantages in the area of raising capital and ownership. Unlike a Subchapter S corporate form which is limited to 75 shareholders, your New York LLC can raise required capital through private placement financings with an unlimited number of private investor-members (which can include persons, trusts, pensions or even other LLC corporation entities).
How to Become a Company in the State of New York Click Here for More Details | 

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Our company is specialized in business incorporation in Delaware, California, Nevada and New York, etc. Form a Corporation, Non-Profit or LLC in New York, Delaware or Nevada. We may help you to incorporate in Washington, Florida, California, Arkansas or Oregon. Coddan offers online USA company start-up services, including Delaware corporations and assists businesses incorporating in Nevada. Provides rush filing options, name reservation and all incorporation filings needed to form your corporation or an LLC. If you would like to incorporate your business online or have questions about the benefits of online incorporation for your business, this site offers many additional resources for researching online incorporation. It is possible to retain nominee officers and directors for your Corporation or nominee members and nominee managers for LLC, who are then listed on the public records. Coddan offers corporate members and directors or nominees to ensure full service to clients. It is not necessary for the officers and directors to be USA residents, nor is it necessary for the officers to be directors of the company. Don't know which type of Entity to form? Call one of our specialists for a FREE CONSULTATION today! Call 0-207-637-3802 or you can chat with one of our reps live online.

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Incorporation in New York is a fairly easy process but the number of legal issues to consider can make the execution of each stage in the process extremely complex. Every business owner should incorporate their business, since there are more advantages then drawbacks. Incorporating your company is certainly a good answer to protect yourself from those business lawsuits that come around so often. Another problem most of the New York businessmen generally experience is ever-increasing taxes. Some businesses require specific New York State permits. The Governor's Office of Regulatory Reform defines a permit as any required license, registration, or similar form of authorization required by New York State. Examples of businesses requiring a permit are: motor vehicle repair shops, beauty salons, food establishments, real estate sales, and child day care centers. A person contemplating starting a business should be aware of local laws. It is important to contact the village, town, or city and county clerk where the business plans to locate. Examples of local con-siderations are zoning, parking, sign regulations, and certain occupational licenses such as auctioneers, electricians, and plumbers.
Incorporate in New York Online:   Free Name Check For Your New York LLC or Corporation | 

You are considering whether to start your own business. Before jumping right in, there are several steps we recommend that you take to improve your chances of success. The following is a checklist that you can customize to guide you in thinking about whether owning your own business is right for you, and if so, in completing the multiple tasks necessary to start it. One of the first decisions that you will have to make as a business owner is how the company should be structured. There is no one legal structure that's best for all small businesses. Whether you're better off starting as a sole proprietor or choosing one of the more complicated organizational structures such as a partnership, corporation or Limited Liability Company (LLC) usually depends on several factors including those listed below. If you have questions please E-Mail or call us: 033 0808-0089 or +44 (0) 207.935.5171, fax: +44 207.504.3531.

Sole Proprietorship. The vast majority of small businesses start out as sole proprietorships because this is the simplest type of business organization to establish for an individual starting a business. Under this structure, your business is you. With the exception of complying with any applicable licensing requirements and obtaining a “Doing Business As” certificate if you plan to operate under an assumed name (e.g., Candy’s Treats), there is nothing else you need to do.

General Partnerships. In a Partnership, two or more people share ownership of a single business. Like proprietorships, the law does not distinguish between the business and its owners. While partnership agreement is not necessary, it is strongly advised to clearly set out each partner’s contribution, involvement in the business and what will happen in the event of liquidations. It may be difficult to think about a "break-up" when the business is just getting started, but many partnerships split up in times of crisis and a legal agreement can prevent problems from escalating.

Limited Partnership (LP) and Partnership with Limited Liability (LLP). "Limited" means that most of the partners have limited liability (to the extent of their investment) as well as limited input regarding management decisions, which generally attracts investors interested in making capital investments for short- term projects. This form of ownership is not often used for operating retail or service businesses. Forming a limited partnership or Limited Liability Partnership is more complex and formal than that of a general partnership.
New York Limited Partnership Registration Package - £179.00! New York LP Limited Partnership Registration Packages & Costs  |  (Price Includes Standard State Filing Fee!)

C- Corporations. A corporation, chartered by the state in which it is headquartered, is considered by law to be a unique entity, separate and apart from those who own it. A corporation can be taxed; it can be sued; it can enter into contractual agreements. The owners of a corporation are its shareholders. The shareholders elect a board of directors to oversee the major policies and decisions. The corporation has a life of its own and does not dissolve when ownership changes.

Sub-Chapter S-Corporation. Owners who want the limited liability of a corporation and the "pass-through" tax-treatment of a partnership will often make the S-Corporation election. If you plan on drawing a very low salary and leaving most of the corporate earnings in the corporation for re-investment, the S corporation may not be the solution for you. The Internal Revenue Service requires that the owner pays him or herself a “reasonable” salary - that is equivalent of what it would cost to pay someone to do that job subject to geographic differences and level of company profits. If you do not do this, the IRS can reclassify all of the earnings and profit as wages, and you will be liable for all of the payroll taxes on the total amount.
NYS Incorporation Package - £143.00! New York LTD (INC) Company Registration Packages & Costs  |  (Price Includes Standard State Filing Fee)

Limited Liability Company (LLC). The LLC is a relatively new type of hybrid business structure that is now permissible in most states. It is designed to provide the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership. Formation is more complex and formal than that of a general partnership. The owners are members, and the duration of the LLC is usually determined when the organization papers are filed. The time limit can be continued if desired by a vote of the members at the time of expiration.
New York LLC Formation Package - £179.00! New York LLC Formation Packages & Costs  |  (Price Includes Standard State Filing Fee)

1. Minimum Number of Incorporators - One or more. 2. Eligibility Requirements - None. 3. Duties - Delivering articles of incorporation to the Secretary of State for filing. 4. Listing Requirements - The name and address of each incorporator. 5. Corporate Purpose: New York allows a corporation to be formed for any lawful purpose(s). 6. Minimum Number of Directors - One or more. 7. Eligibility Requirements - The articles of incorporation or bylaws may list director qualifications. A director does not need to be a resident of this state or a shareholder of the corporation unless stated in the articles of incorporation or bylaws. 8. Listing Requirements - When incorporating in New York, directors are not required to be listed in the Articles. Either the articles or the bylaws may specify the number of directors. 9. Officers are not required to be listed in the articles of incorporation. 10. The articles must list the number of shares the corporation is authorized to issue, including certain information on classes and the par value of each share. +44 (0) 207.935.5171 +44 (0) 800.081.1510 +44 (0) 289.099.8744 info@ukincorp.co.uk

The main advantages of incorporating in New York are: lawsuit protection, credibility, tax savings, deductible employee benefits, anonymity, and the simplicity of raising capital. By creating a separate legal entity for personal protection purposes, a New York corporation has a broad range of powers beyond that of the standard sole proprietorship such as small claims court benefits, separate liability for corporate debts, and best of all perpetual duration. When you incorporate in New York you create a separate legal individual.

When you register business in New York you form a separate entity from the one or ones who own the corporation. Consequently, when a New York corporation is sued, there are provisions in the law which protects the owners (shareholders) and mangers (officers and directors) from all personal liability.

While this is a complicated process, once you have a basic understanding of it, you can file for corporate status in under a week. There are a number of advantages to forming a corporation. This is one of the best ways to protect individual members from financial liability in the event of a lawsuit or other complications. When you register a corporation, your business becomes a separate legal entity. Questions about incorporating in New York or forming a limited liability company? Send us an email, or give us a call. It's our belief that the best decisions are informed decisions, and that everyone deserves the opportunity to use the incorporation tools that government provides.

Want to incorporate in New York? If you want to become familiar with the description and the contents of New York companies formation packages, offered by Coddan and to find above, what kind of service is included in this or that New York companies incorporation package, to get an idea about the price of annual fees, and about the general legal requirements, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. If you have questions please E-Mail or call us: 033 0808-0089 or +44 (0) 207.935.5171, fax: +44 207.504.3531.
You May Use This Link to Select a NYS Ready-Made Company List of New York Off The Shelf Companies | 

Form a company online in minutes at lawyer-free prices. Coddan was developed by expert attorneys with experience at the most prestigious law firms in the country. We've helped over 50,000 satisfied customers, and our know-how allows us to prepare legal documents quickly and efficiently. Our documents contain advanced provisions that are not found in simple "do-it-yourself" kits or manuals. Coddan lets you take care of common legal procedures without ever leaving your home or office. We're open 24 hours a day, 7 days a week. Our research area contains plenty of helpful guidance. Simply answer an easy-to-understand questionnaire, and Coddan takes care of the rest - no need to download, no need to print. You will receive the completed legal documents printed on quality acid-free paper.

There are a number of different reasons to incorporate New York businesses. You not only protect yourself from financial responsibility and legal liability, but you also receive several tax incentives as well. If you and your partners are in business together, New York corporation filing can protect you from having your personal bank accounts subject to lawsuits and other judgments against you. Nothing is worse than living in fear of a lean on your property and other assets. If you're thinking about reorganizing your business, you might want to incorporate a New York LLC. You receive some of the benefits of New York corporation filing without being hit by the double taxation common in S corporations. New York corporations are subject to taxes on profits and additional taxes on dividends. This is not the case when you form a limited liability company.

Forming an LLC (Limited Liability Company) in New York is simple. Form an LLC, Limited liability company, or limited liability corporation online in New York. If you incorporate a New York LLC you will receive protection from personal liability for things like lawsuits ad other financial claims against the company. In an LLC, you do not issue stocks to raise funds, or revenue for capital investment. Instead, members are issued interest certificates that reflect the amount or share of their investment in the company. An LLC is run by the members, and the power vested in these members is determined by percentage of ownership. You can register an LLC by filing with the office of the Secretary of State. In most cases this process is simple, and takes as little as a couple of days to complete. It's a good idea to consult with an attorney or other financial adviser before filing for this status. You may want to weigh the alternatives to determine which business structure meets the needs of your business, your customers and your partners.

Coddan specialising in incorporation of Private Companies, Public Companies, Partnerships (England, Wales, Scotland and Ireland incl. Republic of Ireland), American Corporations (INC) and Limited Liability Companies (LLC) formations. We may offer you non-resident and offshore IBC registration and secretarial service. If required, we can provide a registered office facility (we are offering registered office addresses in London, registered office in Edinburgh and Glasgow, and in Birmingham, resident agent service in 50 States of America), virtual and serviced offices in London, Windsor, Slough, Glasgow, Aberdeen and in Washington DC (USA).
How to    Incorporate in England | Form an Offshore IBC or LLC | 

This section explains the procedure to incorporate in the State of New York as well as post incorporation operations. There is a big difference between filing articles of incorporation and incorporating. The procedure to incorporate in New York is similar to the incorporation process in other states, but not identical. Listen, we are glad you inquired about our services regarding the formation and registration of a Company in the State of New York. In our experience, the most tax advantageous type of company for Non Residents of the United States is the Limited Liability Company (in some Countries this is referred to as "Sociedad de Responsablidad Limitada"). Similar to a Sub Chapter S Corporation for Citizens of the U.S., in a Limited Liability Company, the earnings flow directly to the owners, thereby eliminating Corporate Income Taxes. A regular corporation would be subject to Federal Corporate Income Tax and State Corporate Income Tax. These combined rates can be as much as 40% of the Profits.

All our New York LLCs are general trading companies which include search name availability for your New York LLC. Preparation and filing of Certificate of Formation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Organization. New York Resident Agent for 12 months. Registered Address in the State of New York for 12 months. Delivery Certified Copy of the Certificate of Organization is delivered as hard copy by post. The following documents will be delivered via E-Mail: a professionally-prepared 20 page New York LLC Operating Agreement ready-for-signature (Word. format). Minutes or Consents Documentation of Organizational Meeting. THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE: 1. Nominee LLC Member for 12 months - £140.00 2. Nominee Operating Manger for 12 months - £140.00 3. Non-Standard Certificate of Organization (4-5 pages) - £60.00 4. Employer Identification Number (EIN) - £40.00 5. Domain Name Registration (.com or .us) for two years - £30.00 6. 888, 877, or 866 toll-free telephone numbers - £50.00 7. Apostilled Certificate of Good Standing - £125.00 8. Apostilled Certificate of Incorporation - £110.00 9. LLC Kit (seal is included) - £38.00 Monday - Friday: 9:30am to 17:30pm +44 (0) 207.935.5171 +44 (0) 800.081.1510 +44 (0) 289.099.8744 info@ukincorp.co.uk

Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.

CODDAN CAN INCORPORATE IN NEW YORK OR FORM A NEW YORK LLC. WHY INCORPORATE IN THE STATE OF NEW YORK?

Thinking of starting a business? If the answer is yes, then this is the place for you. To form a corporation in the State of New York, Articles of Incorporation must be drafted and submitted to the New York Secretary of State, Corporations Division. Once articles of incorporation have been successfully filed, your corporation has been formed and thus begins its existence as a corporate entity. Whether you are starting a new business or purchasing an existing one, you will need some basic information about New York State's Tax Law and regulations.

Your tax responsibilities as a new business owner, whether you start a business or buy an existing business, will vary depending on the type of organization or entity you operate. Regardless of the type of organization you choose, you and your business must comply with federal laws and with the laws of any state in which you operate your business. Many non-US residents are forming companies in the United States, some of which are operating within the country, others of which are operating entirely outside. With the proliferation of the Internet, many non-US citizens are forming U.S. companies to own their web sites even though they have no tangible connection with the US other than the registration of their company. In general, there are no citizenship or residency requirements to forming a company in the US. However there are several factors that should be considered.

Everyone recognizes that the United States is a primary location for international business. The presence of good banks, advanced infrastructure, a consistent legal system and a stable government are all characteristics of the United States that are taken for granted. However, many people do not realize the enormous tax benefits given to non-resident aliens making passive income in the United States. The United States does not tax non-resident aliens for any interest income or dividend income derived from the United States. Also there are zero capital gains on profits from investments. Only active United States derived income is taxed, and depending on the corporate structure, this income may be taxed at a very attractive rate. However, there are some pitfalls to be avoided when taking advantage of these special tax benefits. How do I incorporate my business in New York? First it's important to decide what type of business structure is the most appropriate for your business. Look at the Coddan's Web site for detailed forms, instructions, and information on business incorporation in New York.

There are four basic forms of business organizations: sole proprietorships, partnerships, corporations, and limited liability companies - the form you choose will affect your ability to control and profit from the business, your liability for lawsuits and the debts of the business, and the taxes you pay. The "right answer" for your business depends on your business goals and your personal style. New York businesses generally incur the following types of state fees and taxes: initial taxes, fees, and licensing costs that are incurred upon the start-up of your business, including incorporation document filing fees, limited liability company formation fees, and initial miscellaneous business fees. State taxes and fees that are due periodically after your business is up and running, which include various taxes imposed on your business income, sales and use taxes, and subsequent annual franchise tax and licensing fees. In addition, the state imposes a personal income tax on business income that passes through to you from your business.

If your business or any part of your business is located in New York State, or if you are conducting business in New York State, you should be aware that your business is required to pay sales and use taxes in the following situations, whether or not it is required to be registered as a vendor for sales tax purposes:

Your business purchases taxable goods (such as inventory) or services without payment of taxes because it intends to resell them, but it later uses those goods or services rather than reselling them. Your business purchases taxable goods without payment of taxes because it purchased them from a seller located outside New York State, and your business uses those goods in New York State.

Your business purchases taxable gas and electricity without payment of taxes because it purchased these commodities from a seller located outside New York State, and your business uses that gas and electricity in New York State. Your business sends goods out of New York State to have a taxable service performed on those goods and it does not pay tax and then uses those goods in New York State. Your business purchases taxable goods or services in New York State without payment of taxes. Your business purchases taxable goods in one county or city in New York State and then uses the goods in a county or city with a higher rate of tax than where it purchased the goods. Your business has a taxable service performed on goods in one county or city in New York State and then uses the goods in a county or city with a higher rate of tax than where it had the taxable service performed.

Taxes due in the above situations are generally computed on the price paid to purchase the goods or services. Under certain circumstances, there may be a credit available for the amount of tax paid in the state, county, or city where your business made the purchase. Generally, your business does not owe New York State or local sales and use taxes on goods or services purchased outside New York State before it was located in New York State or before it began conducting business in New York State.

If your business is required to be registered as a vendor you must report any taxes owed on the business's purchases on the sales and use tax return. If it is not a registered vendor, report any taxes owed on Form ST-130, Purchaser's Report of Sales and Use Tax, within 20 days of the date of purchase. For purchases made outside New York State, file Form ST-130 within 20 days of the date the property or service was first brought into New York State.

All our New York corporations are general trading companies which include search name availability for your New York Corporation. Preparation and filing of Certificate of Incorporation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Incorporation. New York Resident Agent for 12 months. Registered Address in the State of New York for 12 months. Delivery Certified Copy of the Certificate of Incorporation is delivered as hard copy by post. The following documents will be delivered via E-Mail: a professionally prepared 20 page New York Corporation By-laws ready-for-signature (Word. format). Minutes or Consents Documentation of Organizational Meeting. THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE: 1. Nominee Director service for 12 months - £140.00 2. Nominee Shareholder service for 12 months - £94.00 3. Non-Standard Certificate of Incorporation (4-5 pages) - £60.00 4. Employer Identification Number (EIN) - £40.00 5. Domain Name Registration (.com or .us) for two years - £30.00 6. 888, 877, or 866 toll-free telephone numbers - £50.00 7. Apostilled Certificate of Good Standing - £125.00 8. Apostilled Certificate of Incorporation - £110.00 9. Corporate Kit (seal is included) - £38.00 Monday - Friday: 9:30am to 17:30pm +44 (0) 207.935.5171 +44 (0) 800.081.1510 +44 (0) 289.099.8744 info@ukincorp.co.uk

Generally, income and corporation taxes are based on a one-year period called a tax year. The tax year for your business may be a calendar year beginning January 1 and ending December 31, or it may be a fiscal year consisting of any 12 consecutive months. For New York income tax purposes, the New York tax year for your business is the same as that established for federal tax purposes. The tax year is established for federal tax purposes when you file the first federal tax return for your business. The business must continue to use this tax year unless you have permission from the IRS to change it. If you are a sole proprietor, include your business income on your federal and New York State personal income tax returns. Please Note, however, that the annual reporting period for sales tax purposes runs from each March 1 through the last day of the following February, which may differ from the tax year of a business as described above.

NEW YORK LIMITED LIABILITY COMPANY (LLC) FORMATION

Effective October 24, 1994, New York State Law allows for the formation of limited liability companies (LLCs) in New York State (domestic LLCs). In addition, recognition is given under New York State Law for LLCs formed under the laws of other states (foreign LLCs). A new business that is an LLC, or an existing business converting to an LLC, may also have registration, permitting and bonding responsibilities for other taxes administered by the Department. The formation of a domestic New York LLC is governed by the New York Limited Liability Company Law (Chapter 34 of the Consolidated Laws). Domestic LLCs are required to register with the New York State Department of State. In addition, foreign LLCs that wish to carry on or conduct business or activities in New York State must also register with the Department of State. The Tax Department does not administer the formation and registration process.

NB: A foreign LLC that actually conducts business or other activities in New York State is not relieved of its obligation to file tax returns, and, if applicable, to pay the annual filing fee, simply because it fails to register with the Department of State.

New York LLC comes into existence when the executed Articles of Organization are filed. The Articles of Organization must include: the LLC's name. The county in which the LLC's office is to be located. The latest date on which the LLC is to dissolve, if specified. The name and address of the registered agent. A statement that all or specified members are liable in their capacity as members for the LLC's obligations, or other liabilities, if that is the case. Any other provisions the members elect to include.

The name of a NY LLC must contain the words, "Limited Liability Company", "L.L.C." or "LLC". Conversely, a New York LLC cannot contain the name "corporation" or "incorporated" and other such forbidden names contained in section 204 of the Limited Liability Company Law. Moreover, names such as "assurance", "insurance", "trust", "finance" require prior permission of the Banking Commission or Superintendent of Insurance. After submission of the Articles of Formation with the Secretary of State, it usually takes three to five days for the Secretary of State to issue a filing receipt.

Effective August 8, 1995, certain investment companies that are established and regulated under Article 12 of the New York State Banking Law are able to organize themselves as limited liability investment companies (LLICs). The LLIC option is available only to Article 12 investment companies that serve as holding companies for foreign banking operations. Also, effective July 21, 1997, certain trust companies that are established and regulated under section 102-A of the New York State Banking Law are able to organize themselves as limited liability trust companies (LLTCs). The LLTC option is available only to Article 3 trust companies that do not receive deposits from the general public and are exempt from obtaining insurance on deposits and share accounts.

Note: The State of New York had required that all Limited Liability Companies created or qualified in New York publish a notice of formation for six consecutive weeks in designated publications. Although not a requirement affecting the good standing of the company, the requirement was a condition precedent to the maintenance of litigation in New York. The County of publication depended on the County where the business office was located. Consequently, the costs of publication often added hundreds to thousands (in New York County) of dollars to the cost of formation. In a recent court decision, the requirement was held to be unconstitutional. The Department of State alludes to this decision in the letter below but takes no position as to the possible appeal of the decision or its effect.

NEW YORK LIMITED LIABILITY COMPANY ANNUAL FILING FEE

Every domestic and foreign LLC that is treated as a partnership and has any income, gain, loss or deduction from New York sources is subject to an annual filing fee. The filing fee applies to each taxable year of the entity that begins on or after October 24, 1994. For purposes of the filing fee, the New York taxable year of the entity is always the same as its federal taxable year.

The total number of members or partners includes all resident and non-resident individuals, estates and trusts, and all corporations or other LLCs or partnerships that were members or partners of the entity as of the last day of its taxable year. There is no pro-ration of the filing fee if the LLC or LLP has a short taxable year for federal tax purposes. A domestic or foreign LLC that does not have any income, gain, loss or deduction from New York sources, but is required to file a New York State partnership return solely because it has a member or partner who is a New York resident, is not subject to the filing fee.

In addition, a domestic LLC with no New York source income is not subject to the filing fee solely because it was formed under the laws of New York State. Similarly, a dormant LLC having no items of income, gain or loss or deduction is not subject to the fee. Furthermore, an LLC that elects to be treated as a corporation for federal income tax purposes is not subject to the fee. A domestic or foreign single member LLC is not subject to the filing fee. This is true regardless of its level of activity in New York State.

The full amount of the filing fee due must be paid on or before the due date of the partnership return, determined without regard to any extension of time to file. In the case of a calendar year LLC, the fee must be paid no later than April 15. Every LLC required to file a New York State partnership return must complete Form IT-204-LL, Limited Liability Company Filing Fee Payment Form. Form IT-204-LL is used to remit the filing fee or to indicate why the LLC does not owe a fee for the current taxable year.

If the LLC is not requesting an extension of time to file the partnership return, Form IT-204-LL, together with a full remittance for any filing fee due, must accompany the partnership return. If the LLC or LLP is requesting an extension of time to file, Form IT-204-LL, together with a remittance for the full amount of the filing fee, must accompany the extension request. There is no extension of time for payment of the filing fee. If the LLC fails to pay the full amount of filing fee with its extension request, it will be subject to interest, and a late payment penalty of ½% per month, up to a maximum of 25%, on the amount of fee not paid.

SALES AND MISCELLANEOUS TAXES

If an existing partnership becomes an LLC through a conversion agreement under section 1006 of the Limited Liability Company Law, there will generally be no need to obtain new registrations, licenses, etc. The LLC should complete the LLC Request for Information form and return it to the Tax Department.

Exception: For purposes of the taxes imposed under Tax Law Articles 12-A (gasoline and diesel motor fuel taxes), 13-A (petroleum business tax), 18 (alcoholic beverage tax), 20 (cigarette and tobacco products taxes), 21 (highway use taxes), and 21-A (fuel use tax), any change in partnership interest requires a new registration. For example, if there is an addition or substitution of a partner in the conversion to an LLC, the LLC must apply on its own behalf for any registrations, licenses or permits required under these Articles.

SUMMARY

We will form your limited liability company under the personal direction of a qualified attorney who makes certain that all requirements are met. When forming an LLC, we strongly recommend the owners obtain the maximum protection permitted by current laws. The best way to protect yourself is to enter into an Indemnification Agreement and Operating Agreement at the time of the filing of the LLC. For example, you may include in your Articles of Organization a special provision to protect the officers from any actions they take on behalf of the company called "Indemnification". With an Indemnification and Covenant Not to sue Agreement, the LLC agrees to indemnify and hold harmless its operating managers (those who act as agents of the LLC and represent the LLC's interest in day to day business transactions).

Once the Indemnification Provisions are in effect, the LLC is responsible should there be any legal action taken against it's representative for actions taken on behalf of the LLC. In other words, the Company would have to pay any legal fees or liabilities assessed against its management staff. In the State of New York, an Operating Agreement is required and must be adopted within 90 days after the filing of the Articles of Organization. The Operating Agreement sets forth, the business of the Limited Liability Company, its general operation and conduct of its affairs including its rights, powers, preferences, limitations or responsibilities of its members, managers, employees or agents.

NYS CORPORATIONS. INCORPORATE IN NEW YORK. OVERVIEW

Corporation. This is the most complex and expensive way to structure a business, but it also offers important protections for the owners. A corporation is a legal entity distinct from its owners. This ensures continuity and protects the assets of the owners (i.e. the shareholders) from the liabilities and debts of the corporation. We are glad you inquired about our services, because there's no reason for you to spend a ton of money to incorporate when you don't have to. If you've priced the same identical services locally, you know that being there "in person" is costly. Very costly. Yet the services you receive are no better than those you can get from us directly. Let us form your corporation, limited liability partnership (LLP) or limited liability company (LLC) in New York or the state of your choice. Get the products your business needs to grow & succeed. And get them from Coddan.

By choosing to use us as your registered agent, you are ensured that all official state documents and service of process will be promptly forwarded to your business. You will also receive continued support with your questions regarding our services. You may cancel registered agent services at anytime as long as you provide proof that another agent has been named in the state of incorporation. Remember, in order for your business to maintain good standing status it must also maintain a registered agent.

NEW YORK CORPORATIONS ADVANTAGES

Except where shareholders are professionals who are always responsible for their own negligence, the liability of corporate shareholders is limited to the amount of their investment. A corporation has advantages in raising capital because of greater access to investors. Ownership is transferable and inheritable - the corporation doesn't fold if its owners change or die.

NEW YORK CORPORATE NAME ENDINGS

A corporation must obtain approval from the Secretary of State to do business under a fictitious name. The name must be unique and, ordinarily, must contain the terms "ltd.," "corporation," "corp." or "inc." The name may not be same as that of any domestic or authorized foreign corporation or reserved name or so similar thereto as to be confusing. The name may not contain any word or phrase indicating that corporation is formed for any purpose other than purpose for which corporation may be and is formed. The use of certain enumerated words and abbreviations including banking, insurance and various professions is prohibited or restricted.

ARTICLES OF INCORPORATION REQUIREMENTS

Director Information. Minimum number - Three or more, except if the corporation is owned by less than 3 shareholders, in that case the corporation may have less than three directors but that number may not be less than the number of shareholders. Residence Requirements - No provision. Age Requirements - Must be 18 years old. Directors are required to be listed in the Articles of Incorporation. The officers are not required to be listed in the Articles of Incorporation. Stock Information - An increase in the shares may cause an increase in the initial filing fee.

YEARLY REQUIREMENTS

Annual Statements - Each domestic corporation and foreign corporation authorized to do business in New York must file a biannual statement of addresses and directors. The applicable filing period for a corporation is the calendar month during which its original Certificate of Incorporation or application for authority was filed (or the effective date thereof). The reporting periods run from April 1 through March 31. A US$9 filing fee must accompany each statement.

Franchise Tax Rate (based on two factors) - First, the tax is based on the highest of: (a) 9% of entire net income allocated to New York, or (b) 1.78 mills (or .00178) of business investment capital allocated to New York (with a maximum of US$350,000), or (c) 3.5% of minimum taxable income allocated to New York or (d) fixed dollar amount of: US$1,500 (if the corporation has a gross payroll of US$6,250,000 or more); US$425 (if the gross payroll is less than US$6,250,000 but more than US $1,000,000); US$325.00 (if the gross payroll is not more than US$1,000,000); US$800.00 (if the gross payroll is US$1,000 or less with total receipts of US$1,000 or less and average value of gross assets is US$1,000 or less). Second: added subsidiary tax of 0.9 mill per US$1 of subsidiary capital.

Every foreign corporation authorized to do business in New York must pay an annual maintenance fee of US$300. (If the period is more than six months, but not more than nine months, the fee is $225. If the period is not more than six months, the fee is US$150.) The annual maintenance fee is payable each year until the corporation surrenders its authority to do business in New York. The annual maintenance fee is available as a credit against the franchise tax.

NEW YORK SPECIAL TAX CONSIDERATIONS

Corporate shareholders are subject to a form of double taxation. The corporation pays a corporate tx on earnings and each owner/shareholder pays personal income tax on any profits distributed to them. This is a special problem for small corporations controlled by their owners. "S" corporations. To avoid the double taxation trap of a regular corporation, the IRS allows businesses to elect to be treated as an "S" corporation. If you meet the federal tax law requirements to operate as an "S" corporation, the IRS allows your business to "pass through" its income to the shareholders. This means that your business will not pay any IRS corporate level income tax. Whether or not to make a Subchapter "S" election is a matter to be discussed with a tax advisor. If you want to go ahead, use IRS Form 2553 and New York State Form CT-6. However, you'll have to claim your entire share of the business' income on your personal federal income tax return even if you did not take any money out of the business.

Unlike most states, New York does impose a corporate level tax on its "S" corporations. There is also the pass-through of income of the "S" corporation to individual shareholders for New York income tax purposes, at the individual rates. If a New York "S" corporation has non-resident shareholders, they too are subject to taxation on a personal level. Non-residents must multiply the pro rata share of corporate income or loss by the corporate business allocation percentage.

Effective October 24, 1994, New York State Law allows for the formation of limited liability partnerships (LLPs) in New York State (domestic LLPs). In addition, recognition is given under New York State Law for LLPs formed under the laws of other states (foreign LLPs). Both domestic and foreign LLPs may be subject to an annual filing fee administered by the Department of Taxation and Finance in addition to any fees payable to the Secretary of State. A new business that is an LLP, or an existing business converting to an LLP, may also have registration, permitting and bonding responsibilities for other taxes administered by the