New York foreign LLC registration: the application, then six weeks of publication

Applying comes before doing business here. The LLC Law lists four kinds of conduct that fall outside it: maintaining or defending a judicial, administrative or arbitration proceeding or settling claims, holding meetings of members or managers, maintaining bank accounts, and keeping offices or agencies only to transfer, exchange and register its own membership interests or to hold depositaries for them. The Department of State gives no opinion on what else counts. Our doing business page walks through typical situations.

The third statement names the county of the LLC's New York office. The form says no actual office is needed in the state, so the county is a choice, and it decides which clerk designates the two newspapers for publication. The Department says the newspapers charge a fee. Costs therefore differ by county and by paper. The publication page covers the mechanics and what the clerks in five counties say.

An existence, good standing or status certificate from the home filing office, usually the Secretary of State, goes with the application. New York allows it to be a year old. The form's instructions require the name and formation date typed on the application to agree with that certificate exactly.

The Department issues a filing receipt that serves as the certificate of authority, and the authority lasts while the LLC keeps its authority at home and has not surrendered it or had it suspended or annulled. Two recurring items follow. Publication has to be finished and proved within 120 days. And a biennial statement costing $9 falls due every two years in the month the application was filed.

The company cannot start a lawsuit in New York courts until it holds a certificate of authority. Its contracts stay valid, its members and managers are not liable for its debts for that reason alone, and the Secretary of State becomes its agent for claims arising from the business done here. The penalties page adds the attorney general's role.

The record stays current through three small filings. The smallest is $5, for an agent that alone moves its office. Next is $30 to change the county, the process address or the registered agent, and an amendment is $60.

An entity whose email address is on file gets a reminder when its filing month begins. The statement is $9.

Many outside LLCs that apply in New York were formed in Delaware or Wyoming. Each carries its own yearly charge at home, and each faces the same New York publication cost. We priced the first year for both: Delaware LLC applicants and Wyoming LLC applicants.

The name has to match the home-state record, because the form's notes say the name and formation date must agree with the certificate. A fictitious name is allowed only when the true name is not acceptable under section 201, and the fictitious name itself has to include Limited Liability Company or LLC. Section 204 limits words restricted by other statutes. To check availability, the Department runs a written name search for $5 per name, and it will reserve a name for 60 days at $20.

Four checks come first. What the application says about the name and the formation date must match the home certificate letter for letter. The certificate must be dated within a year of filing. The county in statement THIRD must be one you have weighed for publication. And the signer must have ticked a capacity. A returned filing pushes back everything after it.