If you formed an entity in one state, and wish to conduct transactions in New York, you will need to register your company in New York as a Foreign Business. Critically, if you do not have a certificate of authority for your foreign business, you will not be able to commence a lawsuit in a New York court — but an adverse party can still sue you within the state. It’s crucial to ensure you comply with New York’s foreign business registration requirements to ensure legal protection for your company and its bottom line.
What is a Foreign Business?
A foreign business is one that was organized under the laws of another jurisdiction. “Foreign” doesn’t necessarily mean it was formed in another country — a business is considered “foreign” if it was created in another state. A “domestic” Limited Liability Company or corporation is one that was formed within its home state.
When is a Foreign Company Transacting Business in New York?
Under New York law, if you are “transacting business” or “doing business” in the state, you must register your foreign company. Although neither of these phrases is defined, tax laws provide some guidance to help business owners determine whether they must register. Specifically, a business must have nexus with New York to be required to collect state sales tax — these criteria are usually satisfied if a company has a warehouse, store, office, or sales representative in the state.
Certain activities do not qualify as “conducting business” in New York, including being a party to a lawsuit, maintaining a bank account in the state, or having an agent in the state that handles the company’s securities.
How Do You File a Foreign Business Registration?
To register your foreign business in New York, an application for authority must be filed with the New York Secretary of State. Typically, the same information that was required when the business was formed in the home state must be provided.
Specifically, the application for authority requires the following information:
- The name of the business as registered in the home state
- A fictitious name to conduct business in New York if the original name is not available
- The state and date the business was organized
- A statement designating the New York Secretary of State as the agent for service of process
- A statement that your company exists in the state where it was formed at the time of filing for registration
- The address of any office you are required to maintain in the home state
- An authorized signature
A certificate of existence or a copy of the articles of organization must also be attached to the registration application. You will also need a certificate of good standing to file with the New York Secretary of State.
Importantly, after you have filed the application for registration and paid the necessary fee, you must comply with New York’s publication requirement for LLCs. Specifically, the information contained in the application must be published for six weeks in two newspapers designated by the county clerk in the county the foreign business is located. One newspaper must be published weekly, and the other must be printed on a daily basis.
Learn More About Registering a Foreign Business in New York
If you’ve been wondering “what is a foreign business registration,” and would like to learn more about the requirements to conduct transactions in New York, an experienced attorney can help. Brinen & Associates provides comprehensive guidance and high-quality legal services to entrepreneurs and business owners for a wide range of legal matters. Call (212) 330-8151 to schedule a consultation.