New York Foreign LLC

New York is a premier place to run a business as it’s one of the most business-friendly states and has the ability to reach both national and global markets. If you want to take advantage of this state’s location and booming business economy, you must first register your current limited liability company (LLC) as a foreign LLC before expanding your operations into New York.

Already know you want to expand your business and form a New York Foreign LLC? Avoid the hassle and hire a professional service like Northwest to handle the formation process.

New York Foreign LLC Overview

A New York foreign LLC is an LLC that allows you to legally conduct business within the state if you initially formed your LLC in another state. It’s not a new LLC, but an extension of your existing LLC into another state. Since a foreign LLC is simply an expansion of an existing business, if you don’t currently have a legal business entity and want to begin your business in the state of New York, consider forming a traditional New York LLC.

Our guide will walk you through everything you need to know to register your New York foreign LLC.

Do I Need to Register as a Foreign LLC in New York?

When you form an LLC, you register it with an individual (“home”) state. Because your LLC is only associated with its home state, you must register it as a foreign LLC to conduct business in other states. The state of New York doesn’t define what activities constitute “transacting business,” but you should consider registering as a foreign LLC if your business:

• Hires employees or agents to work in New York State
• Owns or leases a store, warehouse, or any business location in the state
• Manufactures parts or performs services (e.g., installation, repairs, or assembly) in New York
• Maintains an office or place of business within the state

What Happens if I Fail to Register as a Foreign LLC in New York?

Your business will face penalties and fines if you fail to register it as a foreign LLC. You also won’t have the ability to file a lawsuit in the state of New York. Because these fees can prove costly, we always recommend filing the proper paperwork from the beginning to save yourself time and money later on.

How to Register Your Business as a Foreign LLC in New York

Registering your New York foreign LLC requires you to appoint a New York registered agent, obtain a Certificate of Existence, and complete and file the Application for Authority. 

Recommended: Save yourself the hassle and have a professional service file your New York foreign LLC paperwork for you. This’ll ensure everything is done right and give you time to work on what really matters — growing your business.

Appoint a New York Registered Agent

Before you can complete the Application for Authority, you must appoint a New York registered agent. A registered agent is a designated person or company that can accept legal or state documents and official notices on your behalf. In the state of New York, the Secretary of State is automatically appointed as your registered agent. However, you may select a secondary registered agent to forward all official documentation to you.

Anyone over the age of 18 with a New York address can serve as your business’s registered agent. We recommend using a professional registered agent service to ensure a reliable agent is always available to receive your important documents and protect your privacy.

Obtain a Certificate of Existence

New York State requires you to submit a Certificate of Existence — also known as a Certificate of Good Standing — with your foreign LLC application. A Certificate of Existence shows your LLC is up to date on all of its required taxes and fees within its home state. You can request a Certificate of Existence online, and it must be dated within one year of submitting your Application for Authority.

Fill Out the Application for Authority

Form 1361-f-a: Application for Authority is the official document you must submit to the New York Department of State in order to designate your business as a foreign LLC. To begin filling out the form, enter your contact information, including your email address, on the cover letter along with any requests for additional copies of your Certificate of Status. You must pay an additional fee for each document copy you request on the cover sheet. 

Follow these steps to fill out the rest of the form:

1. Foreign LLC Name: Enter your LLC’s name as it’s registered in its home state. You must use a fictitious name under which your LLC will conduct business in New York if your company's true name isn’t acceptable per the state’s naming laws.
2. Jurisdiction of the Foreign LLC: Provide the name of the state in which you originally formed your LLC and the date of its formation. 
3. New York State County in Which the LLC Will Be Based: List the county within New York state where your foreign LLC will maintain its principal office.
4. Secretary of State is Designated as Agent of the Foreign LLC: This section declares that the New York Secretary of State will serve as your foreign LLC’s official registered agent. Enter the mailing address and an optional email address to which you want the Secretary of State to send a copy of any process against your foreign LLC. 
5. Complete the Statement That Applies to Your Business: Check the box that applies to your LLC and complete the statement that follows. If your LLC’s home state requires it to maintain an office in the jurisdiction of its formation, enter that office’s address. If your LLC’s home state doesn’t require it to maintain an office in the jurisdiction of its formation, enter the address of your LLC’s principal office. 
6. Certificate of Existence: This section states that your LLC exists in its jurisdiction of formation at the time of the application filing. No information is required here. Instead, you’ll attach a copy of this certificate when you submit your application.
7. Articles of Organization: This section requires the name and address of the officer who received your LLC’s Articles of Organization when you formed the company in its home jurisdiction Usually, this is your home state’s Secretary of State and their office address.
8. Signature: An authorized person must sign this form to confirm the provided information is accurate.
9. Filer’s Name and Mailing Address: List the name and mailing address of the person filing your Application of Authority.

File Your Application for Authority

After you complete your Application for Authority, you must file your paperwork with the New York State Department of State and pay the required filing fee by cash, check, money order, or credit or debit card. Checks and money orders should be made payable to the “Department of State.” Credit card payments must include an authorization form.

The fee to register as a New York foreign LLC is $250, and you can submit your application by mail or in person. 

File as a New York Foreign LLC

File Form 1361-f-a by Mail or In Person With the Department of State

Fee: $250

Filing Address:
New York State
Department of State
Division of Corporations, State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave.
Albany, NY 12231

How Long Will It Take to Approve My New York Foreign LLC Application?

The New York State Department of State indicates it could take months before it can process your paperwork. You can elect to expedite your application processing for an additional fee. Many businesses choose this expedited processing given the low cost of the additional fees. The Department of State can process your application within 24 hours for an additional $25 fee. Alternatively, same-day processing requires an additional $75 fee while two-hour processing costs an extra $150.

How to Keep Your New York Foreign LLC Compliant

After the New York State Department of State reviews and approves your application, a copy of the filing will be available on New York’s Corporation and Business Entity database. To remain compliant, you LLC must conduct business in accordance with New York state laws.

New York Publication Requirement

The state of New York requires you to publish a copy of your Application for Authority — or a notice that substantially summarizes the application — in two newspapers within 120 days of filing. This publication must run once a week for six consecutive weeks and must run in a daily and a weekly paper in the same New York county in which your foreign LLC has its principal office. 

Publishing business notices can vary in price depending on the county. 

New York Biennial Statement

All New York foreign LLCs must file a New York biennial statement, known in most states as a biennial report. This statement is due during the month in which you originally filed to conduct business in New York — every other year. The filing fee is $9. 

New York Foreign LLC Taxes

New York State taxes foreign LLCs just like regular LLCs. This means your foreign LLC benefits from pass-through taxation and your LLC’s profits and losses pass through to its members' individual tax returns.

Depending on the nature of your business, you also may have to pay taxes to the state of New York. We recommend you speak with an accountant or lawyer to learn more.