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Delaware’s legal system has been ranked No. 1 for the tenth year in a row by the U.S. Chamber of Commerce and, since Delaware corporations can operate anywhere in the world, many business owners choose to incorporate their companies in Delaware.
However, there is typically another step to take in order to remain in compliance in other states, such as New York.
When incorporating your business in Delaware, your company will be considered domestic to Delaware and foreign to every other state. Often, after people form a Delaware corporation, they register the company as a foreign entity in their home state in order to stay compliant.
This is especially important when operating a Delaware corporation in New York. Once registered in New York, you will be given a Certificate of Authority.
This is New York’s way of giving you permission to operate your Delaware corporation in New York. If you fail to file for Foreign Qualification in New York, you may be putting your company at risk; you also may incur a fine from the state of New York.
New York requires a filing fee, an application for authority, and also a Certificate of Good Standing from Delaware. There are different application forms available to match your specific type of corporation. The Certificate of Good Standing must be current (dated within one year of filing).
New York will need to know the physical address of your business, the nature of your business and your Registered Agent’s address, so the state will know where to send any legal documents or service of process. New York differs from many other states in that the foreign company's Registered Agent's address does not have to be in New York.
New York does not require the Registered Agent to sign the application; rather, any person authorized by your company can sign the application. In most cases, this is the president.
After registering as a foreign entity in New York, you will need to file a biennial report in order to remain in good standing. This report is due on the last day of the month two years after you register to operate in New York.
There is no publishing requirement for a Delaware corporation registering in New York.
Normal processing time for New York to process the Certificate of Authority is three to four weeks, plus additional time for mailing. However, we can obtain your Certificate of Authority, and the typical turnaround time is five to seven business days.
We will prepare the application, obtain your Certificate of Good Standing, file the package with New York Department of State and email you the Certificate of Authority as soon as it is approved. This gives you the opportunity to spend your time doing what you do best, which is running your business.
For more information on registering a Delaware corporation in New York, please call 1-800-345-2677, Ext. 6130.
THE AUTHOR OF THIS BLOG ARTICLE IS NOT A LAWYER AND HARVARD BUSINESS SERVICES, INC. IS NOT A LAW FIRM. THE ARTICLE ABOVE IS NOT INTENDED AS LEGAL ADVICE AND SHOULD NOT BE TAKEN AS LEGAL ADVICE. THIS SHORT ARTICLE IS STRICTLY TO MENTION SOME ASPECTS OF DELAWARE’S CORPORATION LAWS AND/OR LAWS RELATING TO OTHER FORMS OF ENTITIES WHICH YOU MAY NOT BE FAMILIAR WITH. WE RECOMMEND THAT YOU CONSULT WITH A LAWYER BEFORE FORMULATING A STRATEGY WHICH WILL BE SUITABLE FOR YOUR SPECIFIC CASE.