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Many of our clients form Delaware companies, and plan to physically operate or conduct business in New York State. While physically operating in New York State, these clients often hire employees or plan to open a business bank account in New York. In this case, clients foreign qualify their Delaware entity in New York state.
When clients foreign qualify their Delaware company in New York, they are registering their Delaware entity in New York as a Delaware company. The Delaware company is then known as a domestic Delaware entity protected by the strong corporate law structure of Delaware while operating as a foreign entity in the state of New York.
Foreign Qualifying a Delaware entity in New York requires the filing of an Application for Authority to do business in New York and New York also requires that a Delaware Certificate of Good Standing be submitted along with the Application for Authority. It is also required that a New York Registered Agent is listed on the application.
Many times, clients wonder what are the annual fees that need to be paid in New York to remain compliant if they either form a New York company or Foreign Qualify their Delaware entity in New York. While it’s always important for clients to consult with a tax professional for assistance with specific tax questions or IRS filings, one annual New York fee that clients frequently inquire about is called the New York Biennial Fee.
Generally, all New York Corporations and LLCs, whether domestic to New York or foreign, are required to file this report every other year. For New York, currently, there is no biennial report filing for a non-profit company.
Sometimes, clients confuse the terms Biennial and Biannual. Biennial refers to the payment being made every other year whereas, Biannual refers to a payment being made twice a year. The New York fee is a Biennial payment.
Domestic and Foreign Corporations along with Domestic and Foreign LLC’s need to file the biennial report every other year and the report is due by the end of the anniversary month of the formation of the company. For example, if the company was formed in March, then the biennial report must be filed in the month of March every two years. This report can be submitted online directly with the New York Division of Corporations.
The fee for the biennial report is $9 for a Corporation or LLC, whether domestic or foreign. And the report includes updated contact information for the company, such as the name and address of its chief executive officer, the principal business address, and the address where the New York Secretary of State can forward any service of process to the entity.
It’s important that this report is filed with the New York Division of Corporations so that the entity remains compliant with New York state.
If you have any questions related to this specific filing or if you’re interested in Foreign Qualifying a Delaware company in New York, feel free to contact me with any questions as I can be reached at 1-800-345-2677 or 1-302-645-7400 ext. 6144 or an email can be sent to firstname.lastname@example.org.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such sourceâ€™s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.