New York Business Corporation Law (BCL)
New York Corporation Bylaws, Minutes & Record-Keeping
Updated · 6 min read
New York corporations are governed by one of the older and more detailed corporate statutes in the country. Its record-keeping rules are clear about what corporations must maintain, and its periodic filing runs on a two-year cycle rather than annually.
This page summarizes, in general terms, bylaws, meetings, records and state filings for New York corporations.
Table of contents
Governing law
New York corporations are formed and governed under the New York Business Corporation Law (BCL). The formation document is a certificate of incorporation filed with the New York Department of State.
Bylaws
New York bylaws are adopted internally — typically by the incorporator or the initial board — and kept with the corporate records. They are not filed with the state. Bylaws must be consistent with the BCL and the certificate of incorporation. Our section-by-section outline covers the topics they usually address, and what are corporate bylaws explains their role.
Meetings and minutes
As a general rule, shareholders meet annually to elect directors. The board may act at a meeting or by unanimous written consent where permitted by the BCL and the bylaws. New York permits shareholder action by written consent, which is generally unanimous unless the certificate of incorporation provides otherwise.
Whatever the method, the BCL expects minutes of shareholder, board and committee proceedings to be kept. See annual board meeting minutes and annual shareholder meeting minutes.
New York formation documents
Customized bylaws and organizational minutes can be prepared for a New York corporation.
Required records and stock records
In general terms, the BCL requires a corporation to keep correct and complete books and records of account, minutes of the proceedings of its shareholders, board and executive committee, and a record of shareholders showing names and addresses, the number and class of shares held and the dates they became owners. Shareholders have rights to inspect certain of these records under conditions set by the statute.
The record of shareholders is effectively the corporation's stock ledger. Keep it current with every issuance and transfer, each tied to a board resolution. See stock ledger and stock certificates.
Biennial Statement
Instead of an annual report, New York corporations file a Biennial Statement with the New York Department of State every two years. It updates information such as the address for service of process and the principal executive office. Check the Department of State's website for the filing period that applies to your corporation.
Service of process and registered agent
New York corporations designate the Secretary of State as their agent for service of process, along with an address to which the Secretary of State forwards legal papers. Appointing a separate registered agent is optional. Keep the forwarding address current so that legal documents actually reach you.
A New York corporation doing business elsewhere may need to foreign-qualify in those states; see our state pages.
Records to keep
| Record | Notes for New York |
|---|---|
| Certificate of incorporation and amendments | As filed with the Department of State |
| Bylaws and amendments | Kept internally |
| Organizational minutes or consent | See initial organizational minutes |
| Minutes of shareholder, board and committee proceedings | Required by the BCL |
| Record of shareholders | Names, addresses, shares, dates of ownership |
| Books and records of account | Correct and complete |
| Biennial Statements | Every two years |
| Service of process address | Keep current with the Department of State |
Frequently asked questions
Does New York require an annual report?
New York corporations file a Biennial Statement with the Department of State every two years rather than an annual report.
Do New York corporations need a registered agent?
A registered agent is optional. New York corporations designate the Secretary of State as agent for service of process and provide a forwarding address.
What records does the BCL require?
In general, correct and complete books of account, minutes of shareholder, board and executive committee proceedings, and a record of shareholders.
Are New York bylaws filed with the state?
No. Bylaws are adopted internally and kept with the corporate records.
Can New York shareholders act without a meeting?
Generally yes, by written consent, which is typically unanimous unless the certificate of incorporation permits otherwise.
Requirements change — verify with the official state agency and a licensed attorney. This is general information, not legal advice. See our disclaimer and other states.