Foreign qualification in New York

So, you have an existing business in any state in the USA and want to expand your business to New York to pursue growth opportunities. If this describes your situation, then in order to do so, you will have to apply for foreign qualification in New York. The process ensures you can operate your business in NY without registering or incorporating a new business. This guide will provide you with information on various aspects of New York foreign business registration including how the process of foreign qualification works for LLCs and corporations.

New York Foreign Qualification

The state of New York is home to approximately 2.3 million small businesses including domestic and foreign entities. These businesses in a variety of industries are integral to the economic growth of the state. One of the reasons for New York LLC foreign registration is that the state offers a good startup environment driven by funding opportunities including VCs, grants, business incentives, training programs for entrepreneurs and skill development, and Foreign Trade Zones (FTZ) among others. A New York foreign business registration will help you to qualify for different types of state and federal incentive programs as well as small business assistance programs.

What is New York’s foreign qualification?

Foreign qualification in New York is a process by which you will be able to register your business in any state aside from your home state. The process allows you to legally pursue business opportunities or expansion across state borders without the need to undergo the incorporation of a new business.

The process of New York foreign business registration may be different from the process in other states. The regulations are governed by Article 13 of the 2020 New York Laws for business corporations and Article 8 for foreign limited liability companies. Let’s look at an example to understand this:

Example: If you have formed a domestic LLC in Florida then this will be the home state for your business. Now, if you plan to expand your operations to New York then you will be required to undergo New York LLC foreign registration. This doesn’t mean that you have to register your business again but simply apply for a certificate that authorizes you to conduct business in the state.

Along with foreign qualification in New York, you will also be required to obtain the necessary business licenses or permits quite similar to domestic entities. You will also be required to hire and maintain a registered agent like IncParadise to ensure all annual compliances as required by the state are fulfilled.

Doing business in New York

If you are thinking of doing business in New York and have already formed a company in another state then, your business will be considered as a foreign entity in NY. The operation of such a company will be governed by the New York Laws for foreign corporations or LLC. The term “doing business in New York” refers to the practice of conducting different business activities in any state other than your home state or the state of initial business formation. In such a scenario, the said business will be required to apply for a New York LLC foreign registration or foreign incorporation.

According to the New York Business Law, your company will be considered to be doing business in New York if the following are applicable:

If your company owns a store in New York
If your business owns or is planning to own a warehouse in New York
If you are maintaining offices or agencies for carrying out business activities like selling a product or services
If your company has employed officers, employees, and agents in the state

New York Foreign Qualification Process

If you have already formed a business in any state other than New York then in order to transact in the state, you will be required to apply for New York foreign corporation registration or LLC registration depending on the legal structure of the business. The process for New York foreign business registration varies from one state to another and may also be different for different forms of business. It is important to note that failure to register with the state as a foreign entity will result in your company being unable to bring a lawsuit in any New York court.

New York foreign Corporation registration

If you already own a corporation in another state and want to incorporate in New York then you will need to apply for a foreign qualification in New York. The foreign corporation registrations are governed by 2020 New York Laws, BSC – Business Corporation, Article 13 – Foreign Corporations. You have to obtain the right authorization to conduct business in the state as a foreign corporation and there is a process for the same.

What is a New York foreign Corporation?

A New York foreign corporation is an out-of-state business that has been authorized to conduct business just like a domestic corporation can conduct legally. In order to transact in the state, you will be required to apply for New York foreign corporation registration while being compliant with the state laws. One of the most important aspects of foreign qualification in New York is the business name. As a foreign entity, you will be able to transact or conduct business in the state under an assumed name also known as a fictitious name or DBA (Doing Business As). Once you have identified such a name, you will need to conduct a New York foreign entity search on the business entity database of the Department of State in the Division of Corporations.

You will also need to conduct a trademark’s search using Trademark Electronic Search System (TESS). If the chosen name is available then you will be required to file the Certificate of Assumed Name pursuant to NY Gen Bus L § 130 (2020). The filing fee for an assumed name certificate is $25 although, in some counties like the Bronx or Richmond, there is an additional fee of $100.

How to register a foreign corporation in New York?

Once you have identified a name and filed the Certificate of Assumed Name, the next step is New York foreign corporation registration. The following steps will help you identify the requirements for New York foreign corporation registration.

Foreign Corporation Qualification – According to 2020 New York Laws, BSC – Business Corporation, Article 13 – Foreign Corporations, 1301: Authorization of Foreign Corporations, a foreign entity will not be allowed to conduct business in this state until they have been authorized or until they undergo foreign qualification. In order to get the authorization, you will need to complete and file the Application for Authority to transact business in the state pursuant to NY Bus Corp L § 1304 (2020). The statutory filing fee for New York foreign business registration is $225. The Application for Authority along with a Certificate of Existence has to be filed with the New York Department of State, Division of Corporations.
Certificate of Existence – A certificate of existence is an important step in New York foreign corporation registration. It is also known as a certificate of good standing and is normally issued by the home state of the foreign entity. The home state is the jurisdiction where the foreign entity was initially incorporated. The certificate is generally issued by the office of the Secretary of State or even the Tax Department in the home state.

New York foreign LLC registration

If you already have a Limited Liability Company conducting business in another state and want to expand its operations in New York then you will need to apply for a foreign qualification in New York. The New York foreign business registration for LLC is governed by 2020 New York Laws, LLC – Limited Liability Company Law, Article 8 – Foreign Limited Liability Companies. You will be required to obtain the right authorization to transact business in this state as a foreign LLC and there is a process for the same.

What is New York foreign LLC?

A foreign LLC in New York is a business entity that is operating in any other state except New York. It is an out-of-state business and hence requires proper authorization to transact business in this state. Once New York LLC foreign registration is done, such a business entity will be able to conduct business legally just like a domestic LLC. New York foreign business registration is possible only if you are compliant with all foreign business laws of the state.

One of the most important aspects of New York LLC foreign registration is the business name. Since your existing business is considered a foreign entity in New York; you will be required to apply for a reservation of an assumed name. Such a name is also known as a fictitious name or DBA (Doing Business As).

Once you have identified such a name, you will need to conduct a New York foreign entity search on the business entity database of the Department of State, Division of Corporations. You will also need to conduct a trademarks search using Trademark Electronic Search System (TESS). If your chosen name is available the next step will be to file a Certificate of Assumed Name pursuant to NY Gen Bus L § 130 (2020). The filing fee for a DBA name certificate is $25 although, in some counties like the Bronx or Richmond, there is an additional fee of $100.

How to register a foreign LLC in New York?

Once you have filed the Certificate of Assumed Name, the next step is New York LLC foreign registration. The following steps will help you identify the New York state requirements for foreign business registration.

Foreign Qualification for LLC – 2020 New York Laws, LLC – Limited Liability Company Law, Article 8 – Foreign Limited Liability Companies. A foreign LLC will not be allowed to conduct their business in NY until they undergo foreign qualification in New York. In order to get such authorization to conduct business in the state, you will be required to file the Application for Authority in the state pursuant to NY LLC L § 802 (2020). The statutory filing fee for a New York foreign business registration is $250. The Application for Authority along with a Certificate of Existence has to be filed with the New York Department of State, Division of Corporations.
Certificate of Existence or Good Standing – A certificate of existence is also known as a certificate of good standing and is mandatory for New York LLC foreign registration. It will be issued by the home state or the state where the foreign LLC was initially formed. Normally, the certificate is issued by the office of the Secretary of State or the Tax Department of the home state.

For example: If your LLC was initially formed in the state of Texas then you will need to apply for the certificate of existence from Texas. It is known as the certificate of account status and is issued by the Texas Comptroller of Public Accounts. You will be required to submit the certificate of account status along with the New York LLC foreign registration application to form a business in the state.
Publication – The last step towards New York foreign business registration is fulfilling the mandatory publication requirement pursuant to NY LLC L § 802 (2020). According to this state law, a foreign LLC must publish a copy of the application for authority in two different newspapers. The copies have to be published within a period of 120 days since the filing of New York LLC foreign registration. It is important to note that the newspapers for publishing have to be designated by the office of the county clerk in the county the entity is located. You will be required to submit affidavits of publication of the newspapers to the New York Department of State, Division of Corporations.

Need Any Assistance in Applying for New York Foreign Qualification?

If you already own a business in any other state except New York and want to conduct business in New York then you will be required to apply for a foreign qualification in New York. As one of the leading New York registered agents, IncParadise can assist you with the process of New York foreign business registration.

We can also help you acquire a Certificate of Good Standing or Certificate of Existence from your home state. We also provide foreign qualification services in all 50 states along with additional services in New York that will help your business to remain compliant with all state requirements.