Register a New York Foreign LLC
A New York Foreign LLC is a limited liability company that does business in New York but originated outside of the Empire State. In order for a foreign LLC to legally conduct business in New York, it needs to submit an Application for Authority to the Department of State and pay the $250 filing fee.
According to New York's Department of Taxation and Finance, any foreign business that involves the time and labor of people for profit is considered to be doing business in New York. In general, you'll need to register as a foreign LLC if you hire employees, open a location, sell services or products, or apply for a professional license in New York.
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How to Register a Foreign LLC in New York
To register a New York Foreign LLC, you’ll need to fill out and submit an Application for Authority to the Department of State. The process to register a foreign LLC is called foreign qualification. Here’s how it’s done:
1. Obtain a Certificate of Existence
First, you’ll need to obtain a Certificate of Existence (also called a Certificate of Good Standing) from your home state or jurisdiction. The Certificate of Existence shows that your LLC is up to date on reporting requirements and fees in its home state. You’ll need to attach the Certificate of Existence to your Application for Authority.
How do I get a Certificate of Existence?
In most states, you can request a Certificate of Existence online and receive it immediately. The certificate must be dated within one year prior to submitting the Application for Authority.
2. Appoint a New York Registered Agent
Registered agents are designated to accept legal mail—such as subpoenas, complaints or summons—on behalf of an LLC. In New York, the Secretary of State is the automatic registered agent for every LLC in the state.
However, many LLCs also appoint a second registered agent to ensure forwarded legal mail arrives quickly. Your New York Registered Agent can be a business or someone you know—but that person must have a physical address in the state and (most importantly) be able to deliver legal notifications to your business in a timely manner.
Can I be the registered agent for my New York foreign LLC?
In order to serve as your own New York registered agent, you’re going to need a physical address in New York. Most LLCs hire a registered agent service when doing business in other states.
Why hire a registered agent service?
The names and addresses you put on state business filings will go on the public record. This will allow spammers and scammers access to your information. No one wants that. Hiring a registered agent who will put their address on state forms instead of yours is an easy way to keep your private information on lock.
3. Complete the Application for Registration
To register your foreign LLC in New York, you’ll have to complete the state’s Application for Authority and file it with the New York Department of State. Here’s what to include:
- Name of LLC
- Fictitious name of LLC in New York (if your LLC’s name is taken in New York or otherwise unacceptable for use in the state)
- Jurisdiction where LLC was formed
- Date the LLC was organized in its home jurisdiction
- Name of the New York county where the principal office of the LLC will be located
- Name and street address of whoever will accept legal mail for your business in New York
- Principal address of LLC (in home state, if required)
- Name and address of the agency where you initially formed your LLC (for example: Secretary of State or Division of Corporations)
- Signature and name of a person authorized to do business on behalf of your LLC (This doesn’t have to be a member of your LLC)
- Name, address, and company (if applicable) of the person filing the application
You will also need to attach your Certificate of Existence (or equivalent in your state).
Ready to do business in the Big Apple? Register Your Foreign LLC in New York with Northwest.
How much does it cost to file a foreign LLC Application for Authority in New York?
The processing fee for filing an Application for Authority in New York is $250. Checks should be payable to the Department of State.
How do I file my New York Foreign LLC Registration Application?
You can file your New York Application for Authority by mail, fax, or in person. New York does not offer online filing for foreign LLC applications.
By Mail or In Person:
New York Department of State
Division of Corporations
One Commerce Plaza
99 Washington Avenue
Albany, NY 12231
When filing by mail or fax, fees can be paid by check, money order, or credit/debit card. If paying by credit or debit card, attach a Credit Card/Debit Card Authorization form.
Do foreign LLCs need to file New York Articles of Organization?
No. You only need to file Articles of Organization when forming a new LLC. Foreign LLCs only need to file the New York Application for Authority.
4. Meet the New York Publication Requirement
New York requires foreign LLCs to publish a copy of the Application for Authority—or a notice substantially summarizing the application—in two newspapers within 120 days after the original filing. This publication must run once every week for six weeks in a row, in both a weekly and a daily paper in the same New York county as the LLC’s principal office.
The newspapers will supply you with affidavits of publication to be used in filing a Certificate of Publication ($50).
Learn more about the New York LLC Publication Requirement.
How can I save money on New York publication fees?
You can hire us as your registered agent and use our address to publish in Albany County. Albany’s publication fees are around $150, whereas in New York County, publishing business notices can cost thousands of dollars.
5. Find Foreign Registration Documents Online
After processing your Application for Registration, a copy of the official filing will be available on New York’s Corporation and Business Entity Database.
How long will it take for New York to process my Application for Authority?
Mailed applications can take up to four months to be processed. That’s a long time to wait. Most filers choose to expedite the process by paying an additional $25 for 24-hour service. This means that once your paperwork arrives, NY will process it within 24 hours. Factor in postal times, and you’re looking at about 7 business days before your New York Foreign LLC is ready to go.
New York Foreign LLC Registration FAQ
How do I amend a foreign LLC in New York?
You can amend your foreign LLC filing in New York by filing a Certificate of Amendment for Foreign Limited Liability Company. The filing fee is $60.
How does New York define doing business?
It’s not clear from New York’s legal statutes what activities count as doing business in New York. However, in most states, you’ll need to register a foreign LLC if you hire employees, open a location, sell services or products, or apply for a professional license within the state.
According to New York Limited Liability Company Law 34:803, activities that do NOT constitute transacting business in New York include, but are not limited to:
- Settling or defending lawsuits
- Holding business meetings
- Maintaining bank accounts
- Maintaining offices for the transfer of securities
If you’re not sure whether you’re technically doing business in New York, contact a CPA or business attorney.
Still confused? Read more about What Exactly Does Doing Business in a State Mean?
Does a foreign LLC have to file a biennial report in New York?
Yes, all foreign LLCs in New York must file a New York Biennial Report. Your report will be due every other year during the month you officially registered to do business in New York—otherwise known as your company’s anniversary month. The filing fee is $9.
How are foreign LLCs in New York taxed?
You must pay all applicable New York taxes, just like any New York LLC. By default, your LLC will be taxed as a pass-through entity, which means your business profits “pass through” the company itself and get reported as income on individual members’ tax returns. An LLC may choose to be taxed as a corporation instead, but to do that you’ll have to file paperwork with the IRS.
How can I withdraw my New York foreign LLC?
To withdraw your foreign business in New York, you’ll have to file a Certificate of Surrender of Authority online ($60). If you plan to stop doing business entirely, you’ll have to dissolve your LLC in your home jurisdiction, followed by submitting a New York Certificate of Termination of Existence ($60).