1. What is a Foreign LLC?
2. Qualifying as a New York Foreign LLC
3. Application for Authority

To register foreign LLC in NY, you must follow several steps, including acquiring a Certificate of Authority and filing the correct formation documents.

What is a Foreign LLC?

In New York, as in most states, a foreign limited liability company (LLC) is an LLC that has been formed in a state other than New York. This means that a foreign LLC is not a company formed in another country. Instead, foreign LLCs are companies established using the laws of a different state.

A domestic LLC is a company that was formed in the same state where it is conducting business. Foreign LLCs are very common in the United States.

Qualifying as a New York Foreign LLC

If you formed your LLC in another state but want to transact business in New York, your first step will be acquiring a Certificate of Authority.

Obtaining this certificate is an important part of the foreign qualification process. Before the New York Department of State will approve your foreign qualification, you will need to provide a Certificate of Good Standing from the state where your LLC was formed. You can use an equivalent document if your home state does not issue this certificate.

One of the most important requirements of registering a NY foreign LLC is appointing a registered agent who maintains a physical location in the state. Having a registered agent will help you maintain Good Standing in New York. If you wish, you can appoint the New York Secretary of State as your Registered Agent. If you choose this option, you will need a United States address where the Secretary of State can forward your mail.

The process of foreign qualification will generally take between three and four business weeks, although there is a one business day expedited processing option. Expedited processing requires that you pay an additional fee. Foreign LLCs are required to register with New York if they conduct business in the state. While there is no concrete definition of what counts as doing business, you can examine sales tax rules to help clarify the issue.

Generally, a business is required to collect sales tax if they maintain a physical presence in the state. A physical presence can take several forms:

  • A warehouse.
  • A store.
  • An office.
  • A sales representative.

So, if you maintain any of these items in New York, you would need to register as a foreign LLC. Although New York does not define what qualifies as doing business, it has listed certain activities that will not count as doing business, including:

  • Defending yourself from a lawsuit or coming to a settlement.
  • Handling business affairs such as member meetings.
  • Possessing a New York Bank Account.

Application for Authority

If you're ready to register your foreign LLC in New York, you need to submit an Application for Authority. You should submit this document with the Secretary of State. The Application for Authority can be obtained electronically from the Secretary of State's website.

In general, when filling out this document, you will include the same information that was required when forming your LLC. You should, however, review the form very carefully, as there may be some information requested in New York that you did not need to provide in your home state.

First, you will need to list the name of your LLC as it is registered in your home state. If your business name does not include an identifier such as LLC or Limited Liability Company, you should note in your application that you are adding one of these identifiers. If your LLC's name is not free for your use in New York, you need to choose a fictitious name under which your business will operate. You will also need to list the state where you formed your LLC and the date where formation occurred.

Next, you should make a statement that you appoint the Secretary of State as your Registered Agent and provide an address where you can receive service of process. If your home state requires that you maintain a physical address, you should list this address in your Application for Authority. Otherwise, list your principal office address.

Include a statement that your LLC still exists in the state where it was formed and provide the address where your formation documents can be located. Usually, this would be the address of the Secretary of State in your formation state. Finally, an authorized person should sign the application.

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