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New York’s Requirements for Corporations


Corporations have many obligations to fulfill as part of the requirements for keeping an active entity.  Corporations are heavily regulated. As a result, heavy regulation is met with heavy enforcement. Like most corporations in the U.S., New York State corporations are required to produce certain documents and perform certain actions on a periodical basis. These requirements include filing a biennial statement, holding an annual meeting and keeping proper board meeting minutes. These are just a few of the many requirements a corporation must adhere to pass periodical regulatory checks by the state. Involving an attorney during this process is a wise idea. This is especially the case if the corporation is a new one.

Biennial Statements

Pursuant to Section 408 of the Business Corporation Law, corporations are required to file a Biennial Statement every two years with the New York Department of State. The statement is not as daunting as the requirement may lead business’ to think. The Biennial Statement must only include three crucial details about the corporation: (1) the name and business the address of the chief executive officer, (2) the street address of the business’ principal executive office, and (3) the address to which the New York secretary of state can forward copies of lawsuits or summons accepted on behalf of the corporation.  States across the U.S. have similar rules used to regulate corporations. These rules are enacted to safeguard consumers and other entities that interact with the corporations. The state wants to ensure that the corporation does hide behind fictitious credentials if they become the defendant or a party in interest in a legal proceeding.

Annual Meeting

The state utilizes another method to police the activities of its corporations.  They require an annual meeting.  An annual meeting, as the name reveals, is a yearly gathering of the shareholders of the corporation. The meeting is usually held just after the end of the company’s fiscal year. During the annual meeting, the shareholders conduct various activities addressing the welfare of the corporation. During the meeting they may hold elections for directors, fill vacancies on the board of directors, discuss new projects and activities, and review financial documents. Like most of the rules governing corporations, the detail of the annual meeting as disseminated has to be precise and according to the corporation’s bylaws. The board must give notice of date, time, and place of the meeting. Any member who does not want to receive notice can sign a waiver to that effect.

Meeting Minutes

In New York, all corporations are required to keep accurate and complete minutes of the proceedings of its shareholders, board of directors, and executive committee.  The meeting minutes, like the meeting notice, must show accuracy and it must bear certain details. Among many other requirements, the minutes must include the following: the name of the corporation, the date time and place the meeting was held, record of the present and absent shareholders, and proof that the notice for the meeting had been given or waived in relation to the company’s bylaws.

Contact Us for Legal Assistance

It is best to involve a knowledgeable in-house attorney when overseeing a corporation. For experienced advice, contact a business law attorney at Meyer & Spencer, P.C. We serve individuals and families in Pleasantville, Westchester, Mahopac and Putnam Counties.




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