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How to incorporate in NYC with two incorporators?

by jimbolimbo
7 replies
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As the title says, I'm trying to incorporate a company (Inc.) in NYC with my brother and I'm not sure what form to use.

I found a form online at the NYS's website but it only has space/fields for a single incorporator to sign.

What should I do?

Thanks,
Jim
  • Profile picture of the author Joe Mobley
    Contact a competent legal professional that is familiar with NYC business law.

    If this is not a fit for your current budget, you may want to delay the incorporation for a bit.

    Joe Mobley
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  • Profile picture of the author Joe Stewart
    Originally Posted by jimbolimbo View Post

    As the title says, I'm trying to incorporate a company (Inc.) in NYC with my brother and I'm not sure what form to use.

    I found a form online at the NYS's website but it only has space/fields for a single incorporator to sign.

    What should I do?

    Thanks,
    Jim

    I'm not familiar with New York laws either, but if it were in my state I'd contact the Secretary of State's office. You might also contact LegalZoom or a similar service. Even if you can do the incorporation through the Secretary of State, you should at least consider getting legal advice regarding the structure of the company.

    Just a few thoughts. I'd definitely do my homework first.
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  • Profile picture of the author Dan Riffle
    Some States only require one incorporator. New York appears to be one of them:
    New York Business Corporation - Article 4 - § 401 Incorporators - New York Attorney Resources - New York Laws

    That being said, I recommend the same as the others above me: talk to an attorney.
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  • Profile picture of the author bizgrower
    Ditto on the lawyer advice. You may be able to get a free consult for a starting point.
    Ditto on contacting the Secretary of State for more help.
    Only thing I'd ad is to talk to economic development agencies, SBA folks, and the
    government's SCORE program.

    EDIT:
    I read Dan's link after. There is a link in there to rocketlawyer.com for free legal advice.
    I cannot vouch for them as I have not seen the service until now.
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  • Profile picture of the author jimbolimbo
    Thanks for the replies guys. I'm aware that NYS requires only one incorporator but I'd like to have both of our names on filling papers. I have another company (LLC) that I formed using LegalZoom. Since they were the one who filed the papers, my name isn't listed on there. So when I tried to get an SSL certificate w/ EV (extended validation; they check the company if it's legit) I had a hard time proving I am the owner. They refused to accept me as the owner even when the bank account, the tax id # that I got from the IRS, and my name are also mentioned as the registered agent. I had to go to a certified CPA (cheaper than lawyer) to vouch for me. It appears that the NYS department of wtv, doesn't keep records as to whom are the shareholders/owners... WTH! You know, someone with little knowledge about me could easily fake some papers and open a bank account under the company's name and say they are the owner, not me. The filer seems to hold like the ultimate proof as to whom is the owner. If shit does hit the fan, I'm forced to resort to LegalZoom for proof that it was I who applied and paid for the filling. In short, I'm filling by myself and I'm including all the owners/partners names on there.
    Makes sense or am I being extremely paranoid?
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    • Profile picture of the author seasoned
      Originally Posted by jimbolimbo View Post

      Thanks for the replies guys. I'm aware that NYS requires only one incorporator but I'd like to have both of our names on filling papers. I have an another company (LLC) that I formed using LegalZoom. Since they were the one who filed the papers, my name isn't listed on there. So when I tried to get an SSL certificate w/ EV (extended validation; they check the company if it's legit) I had a hard time proving I am the owner. They refused to accept me as the owner even when the bank account, the tax id # that I got from the IRS, and my name are also mentioned as the registered agent. I had to go to a certified CPA (cheaper than lawyer) to vouch for me. It appears that the NYS department of wtv, doesn't keep records as to whom are the shareholders/owners... WTH! You know someone with little knowledge about me could easily fake some papers and open a bank account under the company's name and say they are the owner, not me. The filer seems to hold like the ultimate proof as to whom is the owner. If shit does hit the fan, I'm forced to resort to LegalZoom for proof that it was I who applied and paid for the filling. In short, I'm filling by myself and I'm including all the owners/partners names on there.
      Makes sense or am I being extremely paranoid?
      With a corporation I know you at least get "the articles of incorporation". In nevada, it is apparently. as in several other states, illegal to setup a corporation unless you are a resident! This created an industry called "resident agent" Registered agent - Wikipedia, the free encyclopedia And THEY would be the incorporator.

      For the corporation I had setup, in nevada, a NEVADA resident agent set it up, and relinquished their ownership to me, in the articles.

      If things always worked as you indicated, companies like IBM could never get anything done. They change company officers all the time, and the people that setup the company died LONG ago! IBM started in 1880!

      BTW WHO CARES what legal zoom says? The incorporator of IBM likely shows the incorrect owner. Changes, at least for a corporation, should be registered in the state, And if you have such a document, they may also want the seal as well. The state allows you to setup various officers. They are effectively the caretakers of the company, and would do things like take care of bank accounts.

      You can check the laws for the state you want to incorporate in, and even ask an incorporator company. But YOU should end up the owner. It would be like you bought the company from them.

      Steve
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    • Profile picture of the author seasoned
      Originally Posted by jimbolimbo View Post

      It appears that the NYS department of wtv, doesn't keep records as to whom are the shareholders/owners... WTH! You know, someone with little knowledge about me could easily fake some papers and open a bank account under the company's name and say they are the owner, not me.
      That is hard to believe! In California, you can't just start doing business as a sole proprietor unless you have a DBA or the company name has YOUR name in it! The DBA includes things like a special announcement in a special section of an authorized paper! WHY? So if there is a judgement or something, people know WHO is responsible.

      The corporation papers, or whatever, are supposed to double as a DBA. If they don't, WHAT IS THE POINT? I mean if you can just be 100% anonymous, there is no point for protection of other assets ANYWAY!

      Steve
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