New York Foreign Corporation Formation

New York accepts foreign corporations (both for profit and not-for-profit), foreign LLCs, and foreign partnerships. Foreign entities are typically filed under the corresponding law: Business Corporation Law, Limited Liability Company Law, Not-for-Profit Corporation Law, or Partnership Law. Foreign corporations are discussed below.

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Steps to Form a New York Foreign Corporation

To form a Foreign Corporation in New York, you must complete an Application for Authority, which will be filed with the Division of Corporations of the Secretary of State. Your Application of Authority must contain the following:

  • Name: Your foreign corporation is required to have the appropriate corporate ending for your entity type (or an abbreviation of that corporate ending). Not all states require corporate endings for their corporations; if you were incorporated in one of those state and do not have a corporate ending, New York requires that you add one to your legal name when you register in New York. However, if your legal name is currently in use in New York, regardless of the corporate ending or type of entity, you would need to select an alternate name under which to register your business. (For example, if you are registered in Delaware as "Northeast Construction Corporation" and there is already a "Northeast Construction LLC" on file, you would be required to select a fictitious name for your corporation for use in New York.) If you'd like, ClickAndInc can perform a business name search for availability for you to determine if you'll need to select an alternate name for use in New York.
  • Jurisdiction: You will need to specify where you were originally incorporated, as well of the filing date of that initial incorporation.
  • Purpose: The default purpose statement in the Application of Authority is the following: "This corporation is formed to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law, provided that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained." Depending on your type of business, you may either retain that general purpose statement, or you may be required to obtain a letter of consent from the Office of Children and Family Services, the Department of Education Office, the Public Health Council, or the Office of Alcohol and Substance Abuse Services. If you believe your purpose may fall under the authority of any of the above departments, you should contact them prior to submitting your Application for Authority for filing to avoid a rejection.
  • County: This should be the county in the state of New York where your office is located. Note: New York does not require that your business be physically located at this address.
  • Mailing address: In New York, the Secretary of State acts as your agent, accepting service of process. However, you must provide an address to which the state should forward any process accepted on your behalf.
  • Additional statement: If your business has not yet begun conducting activity in New York, you must indicate this. If it has, you will need to obtain consent from the State Tax Commission; that consent must be attached to your submission.
  • Signature: The Application must be signed by any person with the authority to do so.
  • Filer: The state will mail the filing receipt to the name and address provided here.

Additional Requirements for a New York Foreign Corporation

In order to file an Application for Authority to do business in New York, your corporation must be in good or active status in your original state; in addition to the above information, you are required to submit a Certificate of Existence (sometimes called a Certificate of Good Standing) from your state of incorporation along with the application. If you are not in good standing / active status, New York will reject your application.

If any of the above information about your business changes, you will need to file a Certificate of Amendment to reflect those changes (or include those changes in your Biennial Statement). It is very important that your registration remains current.

ClickAndInc can prepare and file your New York Foreign Corporation for you quickly, accurately, and affordably. Alternatively, ClickAndInc can obtain your Certificate of Good Standing from your original state for you.

Other Types of Businesses in New York

For information on other types of businesses in New York, please explore the links below.

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