Most big firms incorporate in Delaware. This is for a few reasons.
1. The fees are very low.
2. The government there is friendly to management.
3. Judges in Delaware have the most sophisticated expertise in
corporate law in case a dispute ever arises.
4. There is no income tax charged for a business incorporated there
but not doing business in the state.
5. One person can hold all offices of the corporation.
6. Shareholders, directors and officers do not need to reside in Delaware.
If you incorporate in Delaware, you'd have initial corporate fees in
Delaware and annual registration fees to Delaware. You would probably
also have to file a tax return with Delaware.
However, if you're doing your actual business in New York, you would
have to comply with regulations there as a foreign corporation and
attain business licenses for your local municipality, etc. You'll have
to pay New York taxes also, of course. For this reason, if you have a
small business with no stockholders, you should probably incorporate
in New York if you're going to be doing your primary business there.
It would simplify things a great deal. You wouldn't be classed as a
"foreign corporation" which could save you some hassle, and you
wouldn't have multiple tax returns to file.
In addition, it has recently gotten harder to register in New York as
a foreign corporation. A foreign LLC must publish an announcement in
a county newspaper for six weeks.
"In New York, all LLCs formed or foreign qualified there are required
to publish a notice of formation for six consecutive weeks in assigned
newspapers. This requirement does not affect the good standing status
of the LLC; however, an LLC is required to complete this requirement
in order to have access to the New York State court system.
"The publication is made at the county level in two newspapers as
assigned by the local county recorder. The cost of this requirement
varies greatly based upon the county where the business is located. In
New York County, the publication costs will be higher than in the rest
of the state." (10)
For all these reasons, it's probably better to file in New York
originally and save yourself the hassle.
As far as getting the job done, you could hire an attorney to do it,
hire a private company to do it (there are many, many on the web) or
you could do it yourself. For most private businesses, it's easy to
file the incorporation documents yourself. If money is not an option,
a lawyer might be a better option than the private companies on the
web.
Sources:
1. http://groups.google.com/group/misc.taxes
2. http://groups.google.com/group/alt.business.misc
3. http://www.bizfilings.com/learning/learndelaware.asp
4. http://groups.google.com/group/misc.taxes.moderated
5. http://www.activefilings.com/states/newyork.htm
6. http://www.tax.state.ny.us/
7. http://www.dos.state.ny.us/corp/corpspub.html
8. http://www.dos.state.ny.us/corp/busfile.html
9. http://www.dos.state.ny.us/corp/buscorp.html#appauth
10. http://www.bizfilings.com/smartmoney/llcfaq.htm
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