Law & Legal & Attorney Government & administrative Law

New York Corporation Laws

    Company Formation Law

    • One or more persons may form a company in the state of New York, according to New York's Limited Liability Company Law, Article 2, section 203. A person who forms a company must file articles of organization with the New York department of state. Articles of organization must contain the name of the company, the county where the main office of the company is located, and the names of members of the company, who are going to be responsible for any debts or liabilities of the company.

      The company may appoint a registered agent as a point of contact for official communications. The registered agent must be located within the state, and the registered agent's name and postal address must be included in the articles of organization of the company.

    Not-for-Profit Corporations Laws

    • In the New York Not-For-Profit Corporation Laws, section 201 of Article 2 defines the purposes of a not-for-profit corporation. These corporations can conduct non-business activities to raise money that may be used for a variety of causes, including the prevention of cruelty to animals, the support of cultural or literary activity, and for education. Not-for-profit corporations can be used to promote political, patriotic, social or civic activity.

      Section 204 of the Not-For-Profit Corporation Laws specifically forbids a not-for-profit corporation from engaging in commercial activity with the intention of making a profit, unless there is an intention that all such profits are used to support the core activity of the company. This means, for example, that if a corporation is formed to help prevent cruelty to animals, any profits made from business activity must be used to help prevent animal cruelty.

    Foreign Limited Liability Company Law

    • Article 8 of New York's Limited Liability Company Law governs foreign corporations operating in the state. A foreign company must apply for a certificate of authority before it can conduct business in the state of New York. The foreign company must supply the New York department of state with a certificate proving the company's existence, or a certified copy of the company's articles of organization. Section 802 also states that any documents submitted to the department of state must be translated into English.

      Section 801 states that the organization of a foreign company with respect, for example, to the numbers and responsibilities of the officers of the company, are governed by the laws of the country or state where the company was formed. Where those laws are different from laws governing companies formed in New York, this cannot be used as a reason for denying the foreign company a certificate of authority, allowing the company to do business in the state of New York.

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