Legal Question in Business Law in New York

Incorporation in New York is relatively simple, as is registration of a foreign (meaning out of state) corporation, thus giving it permission to do business in New York. However, if you have employees, there are other issues, such as workmens' compensation, federal and state withholding and unemployment insurance with which you must deal.

Several steps:

1. Apply for qualification in NY as a foreign entity.

2. Create shareholders agreement if not already done.

3. Prepare employment agreement for employee.

There may be additional requirements based on your particular circumstances. I can help with all of the above.

If you want to change your S-corp's home state, you would need to file dissolution papers in Oregon as you file articles of incorporation in New York. Before you do this, make sure your corporate name is available in New York. Also, make sure your name is not treading on the toes of any New York State-registered trademark (this requires a call to the NYS Dept. of State).

A new S-corp may require obtaining a new EIN for the corporation.

My colleagues have pointed out the importance of dealing with employer/employee issues: NYS requires that every employer carry at least unemployment and statutory disability insurances; any NYS insurance agency that deals with employer insurance can help you out there. If you're selling your publications in NYS, you'll also need a state sales tax ID, since books and printed music are taxable goods.

It's far simpler in the short run to simply register your Oregon S-corp as a foreign corp in NY, but that too has its downsides: you are subject to taxation in both states and you can be haled into court in a lawsuit in both states. You'll still need to follow the NYS requirements for employer/employee and still need to register for the NYS sales tax, though.

I can help with all this stuff (including finding a good insurance agent for you to handle your NYS mandatory insurance coverages). Feel free to contact me if you wish.