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When operating a Delaware LLC in the state of New York, you must first file for a New York foreign qualification as a foreign entity. This process permits a company to transact business in a state other than where it was formed.
Failing to adhere to local compliance issues may put your company's assets at risk. However, if you file for foreign qualification for a Delaware LLC that will be operating in the state of New York, you can ensure your Delaware LLC is both legal and compliant in the state of New York.
New York will require a completed Application for a Certificate of Authority, a Certificate of Good Standing from Delaware and a filing fee. New York will require you to have a Registered Agent for the purpose of receiving any legal documents or service of process from the state.
Some clients elect to be their own Registered Agent in New York while others choose to enlist the support of their Delaware Registered Agent. Often, the Delaware Registered Agent will also provide the service in New York. Please note: The Registered Agent is not required to sign the Foreign Qualification filing.
New York will require a member or an authorized representative for the member to sign the application, and this person’s name and address will be required. Keep in mind that New York does have a publication requirement.
Within 120 days after filing as a foreign entity, a foreign LLC must publish a copy of its Application for Authority, for eight weeks, in two separate newspapers, published within the county in which the LLC is located.
The Affidavits of Publication, Certificate of Publication form, and filing fee must be filed with the New York Department of State.
Once your Delaware LLC is registered with the state of New York, you will still be responsibe for appling for local licenses such as resale permits, business licenses, and so on.
After you acquire your Certificate of Authority to do business in New York, you will be required to remain in good standing in New York by filing a biennial report that is due on the last day of the month two years after registering your business in the state. The filing fee for this biennial statement, which needs to be filed by an officer, member, or manager is only $9 and will be sent to the Registered Agent.
As your Delaware Registered Agent, we will be happy to make the process easy for you. We can prepare and file your foreign qualification in New York (or any state), obtain the required Certificate of Good Standing, submit the publication documents and send all your proofs of filing and publication back to you.
We'll also keep copies of them in your file for your future needs.
For more information on the foreign qualification process, please visit our foreign qualification informational page. If you have questions about New York foreign qualification or would like assistance with the process, please contactus via phone, (800-345-2677), email, live chat or Skype (Delawareinc).
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.