Introduction Sole Proprietorship
Governor's Office of
This pamphlet contains general information for The simplest form of a business structure owned by
starting a business. Use this brochure as a reference one individual is a sole proprietorship. All business
Regulatory Reform guide for general business requirements but not as responsibilities and decisions are those of the single
legal or financial advice. Filing fees and tax owner. The owner of a sole proprietorship has
(GORR) information were current on the date of publication, unlimited liability for the business.
but you should verify them prior to finalizing your Form: Certificate of Conducting Business as a Sole
business plans. We suggest you discuss your Proprietor. Purchase this form from a legal
P.O. Box 2107 business plans with an attorney and/or accountant. stationery store in New York, through Blumberg
Forms at 800-529-6278, or through their website at
Albany, NY 12220-0107 State Licenses or Permits www.blumberglegalforms.com.
Some businesses require specific New York State Complete and notarize the form, then file it with the
permits. The Governor’s Office Regulatory Reform county clerk in each county where the business is
www.gorr.state.ny.us (GORR) defines a permit as any required license, located. You usually need three copies: the original
registration, or similar form of authorization required for the county clerk, one for the bank to open an
by New York State. Examples of businesses account, and one for the business.
requiring permits are: motor vehicle repair shops, Fee: $25 plus $4-$5 for each certified copy. (The
beauty salons, food establishments, real estate filing fee in the five counties within New York City is
sales, and child day care centers. For assistance in $100; certified copies are $10.)
User-Friendly Online identifying New York State permit requirements,
Permit Assistance & Governor's Office of Regulatory Reform
A partnership is the relationship between two or
more persons or companies that carry on a trade or
Licensing: Business Permit Assistance Unit
P.O. Box 2107
business together. In the absence of a partnership
agreement, the NYS Partnership Law sets forth the
Albany, New York 12220-0107 rights and duties of the partners.
800-342-3464 or 518-474-8275 Form: Certificate of Conducting Business as
www.gorr.state.ny.us Partners. Purchase this form from a legal stationery
store in New York, through Blumberg Forms at 800-
Email: firstname.lastname@example.org 529-6278, or through their website at
Permit Database: www.nys-opal.com www.blumberglegalforms.com.
Complete and notarize the form, then file it with the
Local Permits county clerk in each county where the business is
A person contemplating starting a business should located. You usually need three copies: the original
David A. Paterson, Governor be aware of local laws. It is important to contact the for the county clerk, one for the bank to open an
village, town, or city and county clerk where the account, and one for the business.
State of New York Fees: $25 plus $4-$5 for each certified copy. (The
business plans to locate. Examples of local
considerations are zoning, parking, sign regulations, filing fee in the five counties within New York City is
and certain occupational licenses such as $100; certified copies are $10.)
auctioneers, electricians, and plumbers. It is Limited Partnership: A limited partnership consists
Personal Business advisable to contact your local government first. of one or more general partners with unlimited
liability for all obligations incurred by the partnership
Permit Assistance: New York State Business Structures and one or more limited partners whose liability is
limited to the extent of his or her capital contribution.
The most common forms of business structures are:
sole proprietor, partnership, limited liability company, Form: Certificate of Limited Partnership filed with
Governor's Office of and corporation. If you plan to conduct business the NYS Department of State, Division of
Toll Free: 800-342-3464 under a name other than your own, you must Corporations. NOTE: Limited partnerships must
Regulatory Reform register the name. Keep in mind that registration is
NOT permission to conduct business. The following
publish a notice in two newspapers in the county
where the business is located each week for six
contains a brief outline of the most common business successive weeks specifying the details of the
Fax: 518-486-5869 structures. limited partnership within 120 days after filing.
Fees: $200. (See Corporations for contact
Issued January 2009
may report income on personal tax returns. W. Averill Harriman Campus, Albany, NY 12227 800-829-3676 or INFORMATION: 800-829-1040 or
Limited Liability Company Individual shareholders who wish to obtain this Forms: 800-462-8100 or 518-457-5431 visit: www.irs.gov.
A Limited Liability Company is an unincorporated option must file federal Form 2553. Once the Information: 800-972-1233 or 518-457-5342
business organization of one or more persons Internal Revenue Service grants approval, you must www.nystax.gov
having limited liability for the contractual obligations file Election Form CT-6 with the NYS Department of New York State requires all employers to provide:
and other liabilities of the business, other than a Taxation and Finance. Federal: For federal tax requirements, contact the Unemployment, Workers’ Compensation, and
partnership or trust. Not-for-Profit Corporation: Not-for-Profit Internal Revenue Service for “The Small Business Disability Benefits insurances as well as comply with
Form: Articles of Organization filed with the NYS corporations cannot distribute assets, income, and Resource Guide.” This guide contains general wage reporting and withholding tax requirements.
Department of State, Division of Corporations. (See profits to the benefit of the members, directors, or information on federal tax obligations such as The NYS Department of Taxation and Finance’s
Corporations for form information). NOTE: An LLC officers except to the extent permitted by statute. estimated taxes and self-employment tax, as well as Publication NYS-50, “Employer’s Guide to
must publish a notice in two newspapers in the The filing fee is $75 with the NYS Department of various publications for starting a business. Refer to Unemployment Insurance, Wage Reporting, and
county where the business is located once a week State. You must obtain non-profit status approval the “Federal (Employer) Identification Number” Withholding Tax,” explains NYS tax responsibilities
for six consecutive weeks specifying the details of from the Internal Revenue Service before requesting section for contact information. as an employer.
the limited liability company within 120 days after approval from the NYS Department of Taxation and
filing. Finance. Federal (Employer) Identification Number Unemployment Insurance: An employer who
Fees: $5 for each name search, $20 for reservation Foreign Corporation: The NYS Department of An Employer Identification Number (EIN), also begins hiring employees to work in New York is
of name, $200 for Articles of Organization, $25 each State authorizes an out-of-state corporation to known as a federal tax identification number, required to notify the NYS Department of Labor
for affidavits of publication. conduct business in New York. The basic filing fee is identifies a business entity. Generally, all promptly to determine their appropriate tax status.
Tax Information: The NYS Department of Taxation $225 and a certificate of existence or good standing businesses need a federal tax identification number. The conditions for liability differ among not-for-
and Finance’s Publication 16, “New York Tax Status is always required from the jurisdiction that originally An EIN is a nine-digit number that the Internal profits, government, household/domestic,
of Limited Liability Companies and Limited Liability organized the corporation. Revenue Service assigns to a business. The IRS agricultural, and all other employees.
Partnerships,” explains personal income tax and uses the number to identify taxpayers that are
corporate franchise tax requirements and annual Contact Information: required to file various business tax returns such as Contact Information:
filing fees administered by the Department of NYS Department of State, Division of Corporations those for alcohol, tobacco, or firearms. Employers, NYS Department of Labor
Taxation and Finance. This publication is available 518-473-2492 sole proprietorships, partnerships, limited liability Unemployment Insurance Division
online. Refer to the “Tax Information” section for www.dos.state.ny.us companies, and corporations (including "S" State Campus, Building 12, Albany, NY 12240
additional requirements and contact information. corporations and not-for-profit organizations) as well 518-457-4179 or 1-888-899-8810
Tax Information as other business entities use EINs. www.labor.state.ny.us
Corporations New York: The NYS Department of Taxation and Form: SS-4 Application for Employer Identification To apply online: www.nys-opal.com
A corporation is an entity separate and distinct from Finance's Publication 20, "New York State Tax Number
the individual(s) who own and manage the business. Guide for New Businesses," provides basic Contact Information: Workers' Compensation Insurance: Provides
A corporation can sell, buy, and inherit property in its information about New York’s tax laws and Internal Revenue Service protection to the employer from liability in the event
own name and is legally endowed with rights, regulations. This publication outlines the procedures 800-829-4933 of an on-the-job injury resulting in employee
powers, and duties in the conduct of lawful activities. to follow and forms to file with the NYS Department www.irs.gov disability or death and to provide monetary relief and
Business corporations operate for profit and can of Taxation and Finance to fulfill tax obligations. To apply online: www.nys-opal.com medical benefits to the injured worker. This
raise capital by selling shares of interest in the insurance is available through the NYS Insurance
corporation. A corporation's debts and obligations Sales and Use Taxes: If your business will sell Employer Responsibilities Fund at 888-875-5790, through their website at
are distinctly its own. tangible personal property or provide specific The Federal government requires all employers to www.nysif.com, or through a private insurance
Form: Certificate of Incorporation. Obtain this form services in New York, the business is required to have their employees fill out Form I-9 and Form W-4. carrier. NOTE: Workers' Compensation is also
from the NYS Department of State, purchase it from collect and remit NYS sales and local tax to the NYS Federal employment taxes required are: Federal available to sole proprietors or partners who have no
a legal stationery store in New York, have it Department of Taxation and Finance, usually on a Income Tax Withholding, Social Security and employees.
prepared by an attorney, or apply online at quarterly basis. Publication 750, “A Guide to Sales Medicare Taxes (FICA), and Federal Unemployment
www.nys-opal.com. Tax in New York State,” has information on your tax Tax (FUTA). The IRS’ Publication 15, “Circular E, Disability Benefits Insurance: Provides for the
Fees: $5 for each name search, $20 for reservation obligations and how to obtain a “Certificate of Employer’s Tax Guide,” explains Federal tax payment of cash benefits to employees who become
of name, $125 for Certificate of Incorporation, and a Authority”. The NYS Department of Taxation and responsibilities as an employer. disabled because of injuries or sickness that have
minimum tax of $10 to cover stock issuance. Finance recommends filing for authority at least 20 no connection to their employment, and for
Tax Information: Corporations must file a franchise days before providing taxable sales or services. Form I-9, Employment Eligibility Verification, obtain disabilities arising from pregnancies. Employers and
tax report and pay a franchise tax for all or part of Apply online for a Certificate of Authority at: this form from the U.S. Citizenship and Immigration employees may pay for this insurance jointly or
each calendar/fiscal year the corporation exists. www.nys-opal.com. Services at 1-888-464-4218 or www.uscis.gov. solely by the employer. This insurance is available
They must file federal tax returns. Refer to the “Tax through the NYS Insurance Fund at 866-697-4332,
Information” section for contact information. Contact Information: Form W-4, Employee’s Withholding Allowance through their website at www.nysif.com, or through a
S Corporation: Under Section 1362 of the Internal NYS Department of Taxation & Finance Certificate, obtain this form from the Internal private insurance carrier.
Revenue Code, certain small business corporations Sales Tax Registration Revenue Service. Call FORMS/PUBLICATIONS: