Foreign LLC In New York: Requirements For The Application For Authority

When running a business, there may come a time when you realize that you are ready to expand your operations. One way of doing this is to transact business in other states. Choosing the right place will help you attain your goals.

Being home to millions of small businesses, the state of New York might be a good choice for you to expand your business operations. However, since you created the company following the regulations of its home state, you will have to go through a process, known as foreign qualification for your foreign LLC.

What Is A Foreign LLC

Contrary to what many people may think, foreign companies do not necessarily involve businesses from out of the country. For instance, if you want to do business in a state that is different from where you originally formed your company, you will have to register as a foreign entity there.

Doing Business As A Foreign Entity

The LLC Act of New York requires companies that want to expand their operations in the state to register as a foreign business entity. Among the activities that require this registration are the following:

  • Your company seeks funding from lenders or banks outside of your home state.
  • Your business needs to get or renew certain business licenses or permits that cross states.
  • Your company is expanding with a new location in a state different from its home state.
  • Your LLC hires employees who are physically located in a different state.

New York, like many other states, has specified certain activities that it does not consider as transacting business in the state. These include the following:

  • Defending or settling a legal lawsuit
  • Dealing with certain internal business affairs like holding member and/or manager meetings
  • Maintaining a bank account in New York
  • Having an agency, office, or people in the state for handling the company’s securities

Registering In New York

To register as a foreign LLC in New York, you have to submit an Application for Authority with the Secretary of State. You can submit by mail, by fax, or in person. You can download the form from the website of the Secretary of State.

Submit it to this office:

Department of State

Division of Corporations

One Commerce Plaza

99 Washington Avenue, 6th Floor

Albany, New York 12231

Phone: (518) 473-2492

Fax: (518) 474-1418

  •   Naming Guidelines

Your company name needs to follow the regulations that the state has set. Make sure you comply with them to avoid any issues.

    • It has to include the phrase limited liability company (LLC) or any of its abbreviations.
    • You cannot use a name that would confuse your company with a government agency.
    • You cannot use restricted words such as bank, attorney, and university without completing additional paperwork and having the necessary licensed individual.
    • It has to be distinguishable.
  • Required Information

To complete the application, you will have to provide information related to your company. You should prepare the following pieces of information:

    • Your LLC name registered in your company’s home state
    • A fictitious name if your original company name is not available in New York
    • The state where you originally organized your LLC
    • Your company’s principal office address
    • The address that you have to maintain in your home state if required
    • A statement that the company exists in the state where you formed it at the time you are filing the New York Application for Registration
    • The name and address of the authorized agency that has a copy of the original Articles of Organization in the state where you formed your LLC
    • Authorized signature
  • Other Documents

Additionally, you need to attach these documents:

    • Certificate of Existence or Good Standing from the home state
    • A copy of the Articles of Organization if your company’s home state does not issue this type of certificate
    • A certified copy of a certificate you filed in the home state if you did not file the Articles of Organization
  • Filing Fee

The Application for Registration comes with a $250 filing fee. The state normally takes around 2-3 business weeks to finish processing documents. You can also opt for expedited processing for an additional payment.

    • Two-hour – $150
    • Same-day – $75
    • 24-hour – $25
  • Publication Requirements

Aside from filing the appropriate forms, you need to publish the pieces of information found in the application form once a week for six successive weeks. The publication should be within 120 days after you apply. You have to do this in two newspapers circulating in New York county where your company office is located. One of the newspapers has to be printed weekly, while the other has to be printed daily. The county clerk normally designates the newspapers. After the completion of the publications, the newspapers will give you Affidavits of Publication that you will have to file along with a completed Certificate of Publication with the Department of State.

  • Registered Agent

The state also requires companies to appoint a registered agent in New York. You can choose an individual or a company. The registered agent will act as the point of contact between the state and your LLC. They will receive legal mail and other documents on behalf of your business.

  • Ongoing Requirements

After successfully registering as a foreign LLC, you will have to ensure compliance with the state. You will have to file a biennial statement with the Department of State along with the corresponding fee.

Doing business in the state of New York requires you to register with the Department of State. You will have to go through a process and submit formal paperwork. If you find the whole ordeal a bit overwhelming, you can hire a third-party organization like DoMyLLC to provide you with assistance.

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