If you own a Delaware company and would like to start operating in the state of New York, your first step is to register as a foreign entity.
This process enables a company to transact business in a jurisdiction other than the one where it was formed. Failure to adhere to local compliance issues may put your company at risk.
If you're interested in registering a Delaware company in New York, you're probably wondering, "What does New York require in order to register my Delaware LLC as a foreign entity?"
In order to file for Foreign Qualification, the state of New York requires you to fill out what is called an Application for Authority form, provide a Certificate of Good Standing from Delaware and pay a filing fee.
New York also requires your company to retain 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 while others enlist the support of their Delaware Registered Agent.
Often, the Delaware Registered Agent also provides the same service in New York. However, the Registered Agent is not required to sign the filing.
New York requires a member of the Delaware company, or an authorized representative for the member, to sign the application; in addition, this person’s name and address must be provided to New York.
Keep in mind that New York has an expensive 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, both of which are located 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 you have registered your company in New York, you will have the opportunity to apply for local licenses, such as resale permits, business licenses, et al. Your company will have to remain in good standing in New York as well as Delaware.
Keep in mind that New York has a biennial report that is due every two years on the anniversary of the month your company filed the Application for Authority in New York. The filing fee for this statement, which is filed by an officer, member or manager, is $9, and it is sent to the company's Registered Agent.
For more information on how to register your Delaware company in New York, or for assistance with the New York Foreign Qualification process, please contact Harvard Business Services, Inc. at 800-345-2677, Ext. 6130.