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					Forming a Sole Proprietorship or a
          Partnership
For Corporations, LLCs, and Limited
  Partnerships go to the next section.
      PREPARED BY SCORE –
      CHAPTER 476 – STATEN
       ISLAND NEW YORK

   THIS INFORMATION IS NOT A
 SUBSTITUTE FOR PROFESSIONAL
            ADVICE
  Who Must File a Business
       Certificate?
If you plan on conducting for-profit business
    in NYC under any name other than your
    own, or if you plan on conducting
    business as a partnership then you are
    required by law to file a Business
    Certificate in the appropriate County
    Clerks Office. For example, if you want to
    sell your bakery goods as "Anna's Best
    Cookies― you will need to register that
    name
    County Clerk’s Offices
   Brooklyn Supreme Court Building, 360
    Adams St., Room 189 Brooklyn, NY 11201
    (718) 404-9750
   Bronx 851 Grand Concourse, Room 118,
    Bronx, NY 10451 (718) 590-3682
   Manhattan Supreme Court Bldg, 60 Centre
    St., Room.103B, New York, NY 10007 (646)
    386-5955
   Queens 88-11 Sutphin Blvd., Room 106,
    Queens, NY 11435 (718) 290-0600
   Staten Island 130 Stuyvesant Place, 1st
    Floor, Staten Island, NY 10301 (718) 390-
    5396
    Which Forms Do I Need?
   Sole Proprietorship (One owner): Form X-
    201
   Partnership (More than one owner): Form
    X-74
   Amend a Business Certificate: Form T-
    224
   Close a Sole Proprietorship: Form T-341
   Close a Partnership: Form T-176
Where Do I Get the Proper
Forms to File?
Forms may be available at commercial
  stationary stores that sell legal
  forms or you may phone Blumberg
  at (800) 221-2972 for a store location
  near you that carries the forms.
  (http://www.blumberg.com).
  Completed forms must be notarized
  by a Notary Public.
    How Many Forms Should I
           Obtain?
Three (3) forms are recommended:
  one for the County Clerk, one
  for your bank if you plan on
  opening a business account,
  and the third for display at your
  business.
How Do I Determine Whether the Name I
Want to Use Is Available?
   You must complete a name search at the County
    Clerks office to assure that the chosen name is
    not already in use. The County Clerks office will
    conduct a search on their system at the time of
    the filing for availability.
   (Note: Form X-201-You may not use a term that
    suggests that there is more than one owner of
    the business such as associates, limited,
    consultants, groups, etc., nor use the words:
    club, social club, U.S.A., United States.
   You may not use only the first and last name of
    an individual in the name of your business.
           Requirements
The Business Certificate Must Include
   Completed forms must be
    notarized
   The name of the business
   The full street address (NO, P.O.
    Box or C/O)
   The full name of the business
    owner(s)
   Proof of home address
Proof of Home Address
   Driver's license or car registration
   Voter registration card
   Post marked envelope addressed to
    you in your full name
   Recent credit card statement with
    your name and address
   Bank statement or passport which
    has your full name and address
Fees
   $100 to file plus $10 each to certify both
    additional copies for a total of $120. (All
    fees must be paid with cash, certified
    check, or money order.)
   Two copies of the form certified by the
    County Clerk will be returned to you. One
    is for a bank to open a bank account for
    your business; the other is for your place
    of business.
  Corporation, LLC and
Limited Liability Companies

 Forming a New Entity other
   than a Sole Proprietor or
         Partnership
  Forming a Corporation or Limited
        Liability Company
            Which form do I need?
•Business Corporation: Certificate of
Incorporation
•Limited Liability Company: Articles of
Organization
•Limited Partnership: Certificate of Limited
Partnership
•Limited Liability Partnership: Certificate
of Registration
   Proper Forms to File for
Corporate Formation? Doing it
          Yourself
   The basic standard form may be obtained at
    Division of Corporations. Or if you wish to have
    a corporate seal for your corporation, or to
    obtain a corporate kit, they may be available at
    commercial stationary stores that sell legal
    forms or you may phone Blumberg at (800) 221-
    2972 for a store location near you that carries the
    kits. (http://www.blumberg.com).
   A corporate kit contains a corporate seal, blank
    stock certificates for the shares the corporation
    is authorized to issue, and forms for recording
    the minutes of meetings of the corporation. The
    kits are not available at The Department of State
    and a corporate seal is no longer required by NY
        Where Do I File It?
Corporations are formed by filing a
  Certificate of Incorporation with the New
  York Department of State. Send to the
  NYS Department of State, Division of
  Corporations, State Records and Uniform
  Commercial Code, 41 State Street,
  Albany, NY 12231
       You can have all filing
   requirements done for you on
             the Internet.
Bizfilings.com – legalzoom.com –
           Incorporation Fees
Fling certificate of incorporation $125
Reservation of corporate name for 60 days $20
Search of records for availability of corporate
   name $5
As a domestic corporation you must pay this
   initial tax upon organization. The amount is
   .05 percent of the par value (face value) of all
   authorized shares. If your corporation has
   shares that do not have a par value, the tax
   rate is five cents on each authorized share of
   stock. The minimum organization tax under
   this provision is $10.
 How Do I Determine Whether the Name I Want to
               Use Is Available?
Business Corporation, Limited Liability Company &
              Limited Partnership
   The Department of State will make a
    determination of name availability in response to
    written requests addressed to the Albany office
    of the Department of State that are accompanied
    by a fee of $5 for each name to be searched for
    availability.
   *Please note that the Department's determination
    regarding the availability of a name applies only
    to the date and time that the name search was
    completed. Requests for name availability
    cannot be handled by telephone
Customer Service
Representatives/Certificate Filing
Assistance
   Between the hours of 8:00 A.M. and 5:00 P.M.
    Customer Service Representatives and Business
    Document Specialists are accessible through the
    automated system. Customer service personnel
    can assist callers with general information while
    the specialists assist callers with specific
    instructions and information regarding
    certificate filings.
   Phone: (518) 473-2492
   Website:
    http://www.dos.state.ny.us/corp/corpwww.html
How to Obtain a Federal Employer
Identification Number (EIN)
      Who Must Obtain an EIN?
An EIN is required for most
  businesses; only sole proprietors
  with no employees are not required
  to have an EIN. (Sole proprietors can
  use a Social Security number as an
  EIN.)
How to Obtain a Federal Employer
Identification Number (EIN)
   Quick Checklist You will need an EIN if you
    answer "Yes" to any of the following questions:
   Do you have or plan to have employees or
    contractors?
   Do you plan to operate your business as a
    corporation or a partnership?
   Do you plan to file any of these tax returns:
    Employment, Excise, or Alcohol, Tobacco and
    Firearms?
   Do you plan to withhold taxes on income, other
    than wages, paid to a non-resident alien?
Quick Checklist (Continued) You will need an EIN if
you answer "Yes" to any of the following

questions :
   Do you plan to have a Keogh plan?
   Are you involved with any of the following types
    of organizations:
   Trusts, except certain grantor-owned revocable
    trusts, IRAs, Exempt Organization Business
    Income Tax Returns
   Estates, Real Estate mortgage investment
    conduits Nonprofit organizations
   Farmers' cooperatives, Plan administrators
Which Forms Do I Need and
Where Do I Obtain Them?
   The form is available directly at
    www.irs.gov/business
   or from one of the 1ocal offices
    listed below
   You can also call (800) 829-3676
    or Tax Info: (800) 829-1040
How to Obtain a Sales Tax Number—
Register Vendor / Resale No.
Who Must Be a Registered Vendor?
A Sales Tax Number is required for all
  businesses that will be making sales in
  New York State that are subject to
  sales tax. You may be required to
  collect the sales tax from the person to
  whom you make the sale. (Please refer
  to Publication 750 for list of Taxable
  Sales.)
     Sales Tax - Which Forms Do I Need ?


   You must file form DTF-17 -"Application
    for Registration as a Sales Tax Vendor"
   The Tax Department will mail you a
    Certificate of Authority.
   If you listed several places of business on
    Form DTF-17-ATT, the Tax Department
    will provide you with a valid Certificate of
    Authority for each location
Types of Sales Tax -Certificate of
Authority:
   Regular -if you will be making taxable sales from
    your home, a shop, a store, a cart, a stand, or any
    other facility or facilities from which you regularly
    conduct your business.
   Show/Entertainment -if your only business
    activities in the state will be operating as a show or
    an entertainment vendor
   Temporary -if you expect to make taxable sales in
    New York State for no more than two consecutive
    quarterly sales tax periods in any 12-month period
Where Do I Get the Proper Sales Tax
Forms to File and Where Do I File
Them?

Internet: http://www.tax.state.ny.us
Telephone: Office of Tax Enforcement: (800)
   225-5829
To order forms and publications: (800) 462-
   8100
Brooklyn: 55 Hanson Place, Brooklyn, NY
   11217 (718) 722-2030
Queens: 80-20 Kew Gardens Rd, Kew
   Gardens, NY 11415 (718) 459-6791
Staten Island/Bronx/Manhattan (718) 459-
   6791
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
   All Sub-Chapter S-Corporations are required to
    have a calendar year end (to coincide with when
    individuals file their tax returns).
   ALL shareholders must be either U.S. Citizens
    or Permanent Resident Aliens. Non- resident
    aliens are NOT acceptable
   No more than 25 percent of the corporation's
    gross income can come from passive income
    such as interest or real estate income.
    Should I choose an LLC or an S corporation
   While the S corporation's special tax status eliminates double
    taxation, it lacks the flexibility of an LLC in allocating income to
    the owners. Formation of LLC more expensive. In NY requires
    advertising new entity. (about $1,000 additional cost).

   An LLC may offer several classes of membership interests while
    an S corporation may only have one class of stock.

   Any number of individuals or entities may own interests in an
    LLC. However, ownership interest in an S corporation is limited
    to no more than 75 shareholders. Also, S corporations cannot be
    owned by C corporations, other S corporations, many trusts,
    LLCs, partnerships or nonresident aliens.

   LLCs are allowed to have subsidiaries without restriction. S
    corporations are not allowed to own eighty percent or more of
    another corporation's shares.
Limited Liability Company (LLC)
   Designed to provide the limited liability
    features of a corporation and the tax
    efficiencies and operational flexibility of a
    partnership.
   Formation is more costly in NYS due to
    advertising requirement.
   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
                   Taxation of LLCs
   One owner LLCs are treated the same as sole proprietorships.
    Profits are reported on Schedule C as part of your individual 1040
    tax return. Self-employment taxes on LLC net income must be
    paid just as you would with any self-employment business.
   Multiple owner LLCs are treated as a partnership by the IRS. The
    tax return that the LLC completes and files is IRS Form 1065,
    Partnership Information Return. On this form, LLC profits are
    reported and allocated to each of the owners according to the
    LLC's operating agreement. Each owner is given a Schedule K-1,
    which shows each owner's share of LLC income or loss. The owner
    then reports and pays taxes on this income on the owner's annual
    1040 income tax return.
   Please note that as with a sole proprietorship, all profits of the
    LLC are taxed to the owners, even if they are not actually
    distributed by the LLC. This situation could happen when the
    LLC needs to use its profits to meet ongoing expenses.
    Taxation of LLCs
    (Continued)
   There is a possible third tax treatment that an LLC could elect if
    it did not want pass-through taxation. The LLC may elect to be
    taxed as a corporation by completing IRS Form 8832 and
    checking the corporate income tax treatment box. After making
    this election, the LLC is taxed as a C corporation by the federal
    government. Because the corporate income tax rates for the first
    $75,000 of corporate taxable income are lower than the individual
    income tax rates that apply to the taxable income of non-
    corporate taxpayers, it is possible a net income tax savings can
    result from this tax election.

   The state income tax treatment of LLC profits typically mirrors
    the IRS tax treatment as discussed above. Some states have
    different rules and for specific information on your state rules
    visit your state's web site. The web address can be found on our
    detailed state information page.
  Licensing for General Business
             Activities
Department of               Issues licenses/permits for most
                                retail activities and
   Consumer Affairs         other common business
(DCA)                           activities, including
                                cabarets,
Address: 42 Broadway,       debt collection agencies,
                                cigarettes, electronics,
   5th Floor
                            employment agencies, garages,
New York, NY 10004              home improvement
                            contractors, stoop-line stands,
Phone: 311                      sightseeing buses,
Website:                    street fairs/general vending (non-
                                food), tow-truck
   http://www.nyc.gov/con   companies, laundromats,
   sumers                       locksmiths, motion pictures,
                            newsstands, and much more
Department of Health (DOH)

Address: 125 Worth        Issues licenses/permits
   Street                     for restaurant and
New York, NY 10013            food
Phone: 311                establishments, mobile
Website:                      food vendors, tattoo
   http://www.nyc.gov/h       and
   ealth                  funeral parlors,
Walk-in center is             manufacturers of ice
   available at               cream, groomers
42 Broadway, 5th Floor    of small animals, users
                              of insecticides, and
                              much
    Department of Buildings
            (DOB)
                          Issues licenses/permits for
                              construction-related
   Address: 60           trades, such as licensed
                              electricians and
    Hudson Street             plumbers,
   New York, NY          cranes, derricks, hoists and
                              riggings, as well as for
    10013                 maintenance and repair of
                              boilers and elevators,
   Phone:311                 store
   Website:              alternations and certificates
                              of occupancy. DOB also
    http://www.nyc.gov/   issues Certificates of
    buildings                 Occupancy and permits
                              for awnings and outdoor
                              signs
    What are the advantages of an LLC
    Pass-Through Taxation
    LLCs allow for pass-through taxation. This means that earnings of an
     LLC are taxed only once. The earnings of an LLC are treated like the
     earnings from a partnership, sole proprietorships and most S
     corporations.

    Limited Liability
    The LLC owner's liability is generally limited to the amount of money
     which the person has invested in the LLC. Thus, LLC members are
     offered the same limited liability protection as a corporation's
     shareholders.

    Flexible Management Structure and Flexible Ownership is Permitted
    Like general partnerships, LLCs are generally free to establish any
     organizational structure agreed on by its members. Thus, profit interests
     may be separated from voting interests.
     LLC Publication Requirement
In New York, all LLCs are required to publish a notice of
   formation for six consecutive weeks in assigned
   newspapers. LLC is required to complete this
   requirement in order to have access to the New York
   State court system and may affect the limited liability
   protection. 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. To comply
   with this requirement, please contact your local
   county recorder's office and they will assign the
   newspapers. The county recorder's phone number is
   located in the blue pages of your local phone book.
STATEN ISLAND, NY 10301
  (718) 390-5386
     Department. of Environmental
           Protection (DEP)
                                Issues water taps or wet
                                    connection permits, water
Address: 59-17 Junction         meter permits, sewer
   Boulevard                        connection permits,
Flushing, NY 11368                  industrial
                                wastewater discharge
Phone: 311                          permits. Also issues work
Website:                        permits and certificates of
   http://www.nyc.gov/dep           operation for businesses
The Environmental Economic      that must comply with the
                                    NYC Air Control Code;
   Dev. Unit (EEDAU) helps
                                permits for asbestos
find sources of financial aid       demolition and
   for regulatory                   renovation
compliance and pollution        activities. Facilities storing or
   prevention.                      handling hazardous
                                substances
          Department of
       Transportation (DOT)
   Address: 40 Worth     Issues permits for
    Street                   revocable
   New York, NY             consent, street
    10013 I                  furniture,
   Phone: 311            sub-surface street
   Website:                 repairs and
    http://www.nyc.gov/      sidewalk repair or
    dot                      installation
           Taxi and Limousine
              Commission

Address: 40 Rector Street   Issues licenses for
New York, NY 10006             taxis, limousines,
Phone: 311                     and small charter
Website:                       buses
  http://www.nyc.gov/tlc
   New York State AGENCIES

Website:
    http://www.nysl.nysed.gov/ils/nyserver.html
    or www.nys-permits.org (O.P.A.L) or
    800.342.3464
If you're getting the runaround by a state
    agency (ies) call the Office of Regulatory
    Reform and they intervene and take care of
    the problem. OR
Online Permit Assistance & Licensing -A quick
    reference to identify needed permits or
   NYS Department of Health
   (DOH)

Address: Corning Tower Issues licenses for
  Empire State Plaza      health
Albany, NY 12237          organizations,
Phone: (518)474-7354      health spas, pet
Website:                  shops and funeral
  http://www.health.stat  establishments
  e.ny.us/
NYS Liquor Authority (SLA)
New York City Office
                        Issues licenses for
Address: 105 West          alcoholic
  125th Street 4th
  Floor,                   beverages.
New York, NY 10027
Phone: (212) 961-
  8385 I
Website:
  http://abc.state.ny.u
  s
   NYS Department of Motor
       Vehicles (DMV)

Manhattan/Bronx      Issues licenses for
Phone: (212) 645-       commercial
  5550                  vehicles.
  Brooklyn/Queens/
  Staten Island
Phone: (718) 966-
  6155
              NYS Department of State
                            Issues licenses for appearance
Address: 84 Holland             enhancement, barbers;
   Avenue                   alarm installers; armored car
Albany, NY 12208                carriers; bail
                            enforcement agents; central
Division of Licensing           dispatch facilities;
   Services                 hearing aid dispenser businesses;
(518) 474-0050 (leave           private
   message)                 investigators; real estate brokers;
                                real estate
Business and Licensing
                            appraisers, real estate salespeople
   Services                     and real estate
(518) 474-4429 (voice       branch offices; security guards;
   prompt or speak)             watch, guard, and to
Website:                    customer service representative)
   http://www.dos.state.n       patrol agencies;
   y.us/                    armored car guards and.
                                telemarketers.
Issues

				
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