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A Delaware LLC applying for authority in New York: costs, certificate and county

A Delaware LLC applying in New York pays the Department of State $250 and keeps paying Delaware $400 each year, so first-year government charges reach $650 before newspaper costs. Delaware's short-form certificate costs $50, which makes certificate plus application $300, and New York takes a certificate up to a year old.

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Delaware and New York compared

ItemDelawareNew York
Yearly charge$400 tax$9 biennial statement
FrequencyEvery yearEvery two years
DueJune 1The month the application was filed
Standing paperShort form, $50A year old at most
Entry costAlready formed$250 plus $50 for proof of publication

Does the Delaware tax matter to the New York filing?

Indirectly, yes. The New York application needs a home certificate, and a home certificate depends on the Delaware account being clear, so that account is the first job. The tax is $400, due June 1; paying after that date adds $200 before interest, taking the bill to $600.

How does Delaware decide who owes the tax?

An entity owes the tax if the Division's records show it as live at any moment from January 1 to December 31, and nothing is prorated for a company formed late in the year. An LLC that existed for a single day of the year owes all of it.

Which Delaware certificate should I order?

New York takes any of three kinds of home certificate: existence, good standing or status. Delaware's short form costs $50 and its long form $175. Because New York accepts a certificate up to a year old, the short form is a sensible first choice; we check its wording against New York's before filing and tell you if it falls short.

What does a Delaware LLC enter on the form?

Statement SECOND gives Delaware and the formation date as the certificate shows them. Statement FIFTH offers two check boxes about the home office, and a Delaware LLC enters the office it keeps in Delaware. Statement SEVENTH names the Delaware Secretary of State as the officer with whom the articles were filed. The form walkthrough covers all seven.

Which county should a Delaware LLC name?

Statement THIRD takes a county, and the LLC need not keep an office there. The clerk of that county designates the two publication newspapers. A Delaware LLC with a shop in Brooklyn would name Kings County, while one with no New York premises still has to name some county. Get rates from the designated papers before settling. The publication page shows how five clerks operate.

What does year one add up to?

The Department takes $250 for the application and $50 for the Certificate of Publication, together $300. Delaware takes its $400 and the certificate. Newspapers, $199 and any agent are extra. The first biennial statement follows two years on at $9.

Example: a Delaware LLC buys an apartment building in Buffalo

Renting out a building is not one of the four excluded activities, so the LLC applies before the first rent arrives. It settles its Delaware account, orders the certificate, files naming Erie County, publishes in the papers that county's clerk names, and sends proof within 120 days.

Example: a Delaware LLC whose only link is a bank account

A bank account, a lawsuit or a meeting of members held in New York is excluded by statute. A Delaware LLC with only those contacts falls within the excluded activities, and it should still keep paying Delaware.

Beneficial owner disclosure does not apply

The disclosure rule covers LLCs formed under the law of a foreign country. Delaware is a U.S. state, so a Delaware LLC sits outside the rule, whoever its owners are.

The totals in one place

For the first year, the Department's fees are $300, Delaware's tax is $400 and the short certificate is $50. After that, only Delaware's yearly tax and New York's $9 biennial statement recur.

Order of work for a Delaware LLC

  1. Pay the Delaware tax

    $400 is due June 1.

  2. Get the certificate

    The short form is $50.

  3. Pick the county

    It decides who designates the newspapers.

  4. File Form DOS-1361-f-a

    With $250 to the Department of State.

  5. Publish and prove

    Within 120 days, with $50.

Delaware corporations

A Delaware corporation files the corporation application at $225 and follows the Tax Department's consent step. See the corporation page.

Leaving New York later

A Certificate of Surrender of Authority costs $60 and leaves the Delaware LLC alone. If the Delaware LLC itself is dissolved, a Certificate of Termination of Existence is filed instead. See the surrender page.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Delaware LLC questions

Does New York accept a Delaware short-form certificate?

We confirm the wording before filing. The certificate must be a year old at most.

Does the Delaware tax reduce the New York fee?

No. Each state bills separately.

What recurs in New York?

A biennial statement every two years for $9.

Register a Delaware LLC in New York

Our fee and the New York fee

Begin my New York application

  • The New York Application for Authority drafted from your replies
  • Your home-state certificate of existence checked for age before filing
  • A New York registered agent, ours or yours
  • The filed record emailed to you
  • Renewal: after the first year, the agent service renews at $149 a year
New York

$199

+ $250 New York fee (LLC)

Begin my New York application

New York charges $250 for an LLC, $225 for a corporation and $135 for a nonprofit. Publication for an LLC is a separate step with its own costs. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Sources

  1. New York Department of State, Application for Authority for foreign limited liability companies
  2. New York Department of State, Form DOS-1361-f-a, Application for Authority of a foreign LLC
  3. New York Department of State, fee schedules
  4. New York Department of State, Application for Authority for a foreign business corporation
  5. New York Business Express, foreign not-for-profit Application for Authority
  6. Delaware Division of Corporations, LLC/LP/GP annual tax
  7. Delaware Division of Corporations fee schedule (PDF)
  8. New York Department of State, biennial statements
  9. New York Department of State, Certificate of Publication for a foreign limited liability company
  10. Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
  11. Division of Corporations, pay taxes and file annual reports
  12. Division of Corporations, certificates of status and entity status online
  13. New York Limited Liability Company Law, section 803
  14. New York Limited Liability Company Law, section 802
  15. New York Department of State, beneficial owner disclosure
  16. New York Department of State, beneficial ownership disclosure frequently asked questions
  17. New York Department of State, Certificate of Surrender of Authority for foreign limited liability companies

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