Getting authority for a foreign LLC in New York, from the first check to the biennial statement

This guide follows the ordinary foreign LLC, which files Form DOS-1361-f-a. A professional-service foreign LLC uses a different form and a different fee, and a corporation or nonprofit files its own application. Corporations are on the corporation page. We do not cover partnerships, so write to us before ordering one.

Request an existence, good standing or status certificate, no more than a year old at filing, from the formation office, usually the Secretary of State. Clear any unpaid annual fee or tax first, since many states refuse the certificate to an LLC that is behind. Check the name and the formation date on the certificate against your records before you order anything else.

The application states the foreign LLC's name as in its home-state record, plus a fictitious name only if the true name is not acceptable for authorization under section 201, which must itself contain the words Limited Liability Company or the abbreviation LLC; then the jurisdiction of organization and the date of organization; then the New York county in which the LLC's office is to be located, or its principal office if it keeps more than one; then that the Secretary of State is designated agent for service of process, with the post office address to which a copy of process is mailed and an optional email address for electronic service notices; then a check-box choice: the LLC is required to maintain an office in its home jurisdiction (give that address), or it is not (give its principal office address); then that the LLC is in existence in its home jurisdiction when the application is filed; and last the officer in the home jurisdiction with whom the articles of organization were filed (such as the Secretary of State) and that officer's address. The signer ticks member, manager or authorized person. The form walkthrough covers them in turn.

Three tiers exist, each added to the filing fee: $25 within 24 hours, $75 for the same business day when the request arrives before noon, and $150 within two hours. The Division no longer accepts faxed filing requests.

Within 120 days the LLC publishes in two newspapers in the county where the LLC's office is located, one printed daily and one printed weekly, designated by that county clerk, with publication done in New York State. The notice runs once a week for 6 successive weeks, and it contains a copy of the application for authority or a notice with its substance: the LLC name, the filing date, the home jurisdiction and date of organization, the county of its New York office, any street address of its principal business location, the Secretary of State as agent with the address for mailed process, any registered agent, the home-jurisdiction office address, and the home officer with whom its certificate of organization is filed. Contact the clerk of the county you named. Some counties ask for the filing receipt first.

Only LLCs formed under a foreign country's law face the new disclosure duty: LLCs formed under the law of a foreign country (not another U.S. state) that are authorized to do business in New York and not exempt. The first filing is due within thirty days of filing an application for authority for a new applicant, and December 31, 2026 for one already authorized. A company formed in another U.S. state is not covered.

When the name or another detail on the application changes, file a Certificate of Amendment at $60. A change of county, process address or registered agent is a Certificate of Change at $30. An agent who only moves its own office files a short certificate for $5.

Amending the application costs $60. Changing the county, the process address or the agent costs $30, and an agent that only moves its own office pays $5. Applying and then amending once totals $310.

Expedited handling is not offered for the statement, so file it inside its month. The reminder email goes out at the start of that month to any entity whose address the Department holds, and a missed month cannot be bought back with a faster tier.

Filings go wrong in a few places: a mismatch between the form and the certificate on name or date, a certificate more than a year old, a signer who has not ticked a capacity, and a county picked without checking the newspapers. Publication adds its own risk, the clock. Newspapers print on fixed weekly schedules, so late arrangements can push the sixth week past day 120.

The Department's fees are $250 and $50. Around them sit four costs that other parties set: the newspapers' charges; the home state's certificate charge, if any; an agent's fee if you appoint a registered agent; and any lawyer's or accountant's time. Budget for the newspapers last, after the clerk has told you which papers are designated.

Mail goes to New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The Department takes cash, check, money order, MasterCard, Visa or American Express; checks and money orders payable to the Department of State; cash is not to be mailed, and large checks must be certified. Hand delivery appears only in the description of the two-hour tier, and the Division no longer takes faxed requests, so mail is the ordinary route. Keep the filing receipt from Albany with the company records.