New York Corporation Costs
-----|--------|-----------| | Certificate of Incorporation filing fee | $125.00 | Yes | | Registered agent (optional) | $0–$300 | No | | Franchise tax minimum (first year) | $25–$200,000 | Yes | | Annual report fee (year two onward) | $9.00 | Yes |
Your only mandatory first-year cost is the $125.00 filing fee. All other costs depend on your business income and whether you hire optional services.
Franchise Tax in Year One
Your franchise tax obligation begins immediately upon incorporation, even if you haven't generated significant income. You owe the greater of: (1) 6.5% or 7.25% of your business income base, or (2) the fixed dollar minimum tax ranging from $25 to $200,000 based on your New York receipts.
A startup with minimal first-year income may pay only the $25 minimum. An established corporation with significant New York receipts could owe substantially more.
Larger Corporation Estimates
A corporation generating $5 million in New York receipts could owe $50,000 or more in combined franchise and income taxes in the first year, depending on profitability. A corporation generating $10 million in New York receipts could pay $100,000 or more in franchise tax alone, plus corporate income tax on net income.
Contact the New York State Department of Taxation and Finance at https://www.tax.ny.gov/ for estimated tax calculations based on your projected first-year income.
Total Ongoing Annual Estimate
After your first year, your annual costs stabilize into a predictable pattern. Your minimum ongoing annual cost is approximately $25 in franchise tax (the minimum) plus your corporate income tax liability. Most small corporations in New York pay between $100 and $500 annually in state fees, excluding income tax obligations.
Annual Recurring Costs
| Cost Category | Annual Amount |
|---|---|
| Franchise and corporate income tax | $25–$200,000+ (minimum $25; varies by income) |
| Biennial statement fee (amortized) | $4.50 |
| Registered agent (optional) | $0–$300 |
| Estimated Total | $29.50–$200,000+ |
This estimate assumes you file your own documents and do not retain a registered agent, which is optional.
Mid-Sized and Larger Corporations
Mid-sized and larger corporations face significantly higher ongoing costs due to the franchise tax structure. A corporation with $10 million in New York receipts could pay $100,000 or more annually in franchise tax alone, plus corporate income tax on net income.
Your actual liability depends entirely on your New York source receipts and net business income, making it impossible to provide a single figure without knowing your financial details.
Biennial Statement Amortization
You file your Biennial Statement every two years for $9.00 per filing. This amortizes to approximately $4.50 per year over the two-year cycle, making it one of your lowest ongoing costs.
File online at https://filing.dos.ny.gov/ during the calendar month matching your incorporation month to avoid missing deadlines.
Cost Comparison: Corporation vs. LLC
New York offers substantially different tax treatment for LLCs compared to corporations, making the choice between entity types a critical financial decision. Corporations cost the same to form but face higher annual taxes, while LLCs have lower tax burdens but similar filing fees.
Formation Costs
Both entities cost the same to file in New York. You'll pay $125.00 to file a Certificate of Incorporation for a corporation or Articles of Organization for an LLC with the New York Department of State, Division of Corporations, State Records and Uniform Commercial Code.
Annual Compliance Costs
Corporations and LLCs have identical annual reporting requirements in New York. Both must file a Biennial Statement every two years during the calendar month in which you formed the entity, with a $9.00 filing fee per N.Y. Bus. Corp. Law § 402 and the LLC statute.
Tax Burden Comparison
| Tax Type | Corporation | LLC |
|---|---|---|
| State Income Tax | 6.5% or 7.25% on business income (Article 9-A franchise tax) | 3.9%–10.9% graduated rates on member income (N.Y. Tax Law art. 22) |
| Minimum Tax | $25–$200,000 annually based on New York receipts | $25–$4,500 annually based on gross income bracket |
| Self-Employment Tax | Not applicable to corporate profits | Applies to member distributions |
| Federal Election | S Corp or C Corp available | Can elect S Corp or C Corp taxation |
An LLC taxed as a partnership in New York pays significantly lower franchise tax obligations—ranging from $25 to $4,500 annually depending on gross income brackets—compared to a corporation's 6.5%–7.25% tax on business income plus a minimum tax.
When Each Structure Makes Sense
Choose a corporation if you want simplicity and don't mind higher state taxes. Corporations face a predictable franchise tax structure under Article 9-A, making budgeting straightforward.
Choose an LLC if you expect significant profits and want to minimize state taxes. LLCs allow income to pass through to members at personal tax rates (3.9%–10.9%), which is often lower than the corporate franchise tax, especially for businesses earning under $5 million annually.
Flexibility with Federal Elections
Both entities can elect S Corp or C Corp federal taxation, giving you flexibility to optimize your overall tax position. An LLC electing S Corp status can reduce self-employment tax on distributions, while a corporation electing S Corp status can reduce franchise tax liability.
Consult a New York tax professional to model your specific income scenario and determine which entity type minimizes your total tax burden.
Contact Information and Resources
You can file your Certificate of Incorporation online at https://filing.dos.ny.gov/ or contact the New York Department of State at (518) 473-2492. The mailing address is One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Primary Filing Authority
The New York Department of State, Division of Corporations, State Records and Uniform Commercial Code handles all corporation filings in the state. You'll submit your Certificate of Incorporation and annual reports through this office.
New York Department of State Division of Corporations, State Records and Uniform Commercial Code One Commerce Plaza, 99 Washington Avenue Albany, NY 12231 Phone: (518) 473-2492 Website: https://dos.ny.gov/
Online Filing and Business Search
You can file your Certificate of Incorporation and annual reports online through the Department of State's dedicated filing portal. The system accepts electronic submissions 24/7, which typically processes faster than paper filings.
Online Filing Portal: https://filing.dos.ny.gov/
Business Entity Search: https://apps.dos.ny.gov/publicInquiry/
Use the business search tool to verify your desired corporate name is available before filing your Certificate of Incorporation.
Tax Authority Contact Information
New York corporations pay franchise tax and corporate income tax through the Department of Taxation and Finance. You'll file annual franchise tax reports and pay the applicable 6.5% or 7.25% corporate income tax rate depending on your business income base.
New York State Department of Taxation and Finance Website: https://www.tax.ny.gov/ Sales Tax Registration: https://www.tax.ny.gov/bus/st/register.htm Phone: Available through website
Contact the Department directly for current filing deadlines, payment methods, and estimated tax requirements specific to your corporation's tax year.
Statutory Reference
Your corporation is formed under N.Y. Bus. Corp. Law § 402. This statute governs the Certificate of Incorporation requirements and corporate formation procedures in New York.
Last Updated: March 31, 2026