New York Foreign Registration › Surrender of authority
The New York Certificate of Surrender of Authority for a foreign LLC, Form DOS-1379-f
A foreign LLC that continues to exist at home leaves New York by filing Form DOS-1379-f, the Certificate of Surrender of Authority, accompanied by $60 under section 806 of the LLC Law. The authority ends on filing, but the Secretary of State can still be served for earlier business.
The surrender at a glance
- Filing
- Certificate of Surrender of Authority of a Foreign Limited Liability Company
- Form
- DOS-1379-f
- Statute
- N.Y. LLC Law 806
- Filing fee
- $60
- Statements
- 6 numbered, plus an optional email line
- For
- An LLC that stays in existence at home
When to surrender
Surrender when the LLC has stopped doing business in New York but still exists in its home state. An LLC that is merely quiet can remain authorized, but an authorized LLC stays subject to the biennial statement of $9 every two years. The reporting page explains the cycle.
What the certificate states
Section 806(b) lists the contents: the name as in the Department's index and any fictitious name, the home jurisdiction, the date the certificate of authority was filed in New York, that authority is surrendered, that any registered agent's authority is revoked with consent to service on the Secretary of State for earlier liabilities, and the post office address to which process is mailed. The section calls for a certificate entitled "Certificate of surrender of authority of" the LLC under section 806, signed by an authorized person or by a trustee, receiver or other person authorized by law to wind up the LLC.
What the Department's form adds
Form DOS-1379-f has 3 pages, was last revised in December 2022, and carries a notes page. The notes say the LLC's name and the date its application for authority was filed must exactly match Department records, and that the Department's website can be used to verify them. They add that the form is a convenience, that the Department recommends attorney guidance, and that the certificate must be submitted with a $60 filing fee payable to the Department of State.
Completing the six statements
Take them in order. The first gives the LLC's name as it appears in the Department's index, with any fictitious name it agreed to use. The second gives the jurisdiction where it was organized. The third gives the date its New York authority was filed, which you can read from the filing receipt. The fourth says that the LLC surrenders its authority to do business in the state. The fifth revokes any registered agent's authority and consents to service on the Secretary of State for liabilities incurred before the surrender. The sixth gives the post office address to which the Secretary of State mails any process. An optional email line allows notice of electronic service.
Process still reaches the LLC
After surrender the Secretary of State can still be served with claims that arose from the LLC's New York business. That is why the certificate gives a post office address for mailed process and revokes any registered agent's authority with consent to service on the Secretary of State. Choose an address that someone will still read years later.
Termination of existence is different
If the LLC has been dissolved, merged out of existence or had its home authority terminated or canceled, it does not surrender. It files a Certificate of Termination of Existence instead. Section 807 governs that filing.
The cost of leaving, and of coming back
The surrender fee is $60. An LLC that applied, published and then surrendered paid the Department $360 in total, not counting the newspapers. Returning later means a new application at $250 and a new round of publication, so surrender is the right step only when New York business has really ended.
Corporations: a tax step comes first
A foreign corporation that wants to surrender authority files its paperwork with the Department and also follows the Tax Department's consent instructions, because a foreign corporation is liable for franchise tax while it does business, owns or leases property, keeps an office or earns receipts in the state.
Surrendering New York authority
Confirm business has ended
The certificate surrenders authority to do business.
Check the Department record
The name and filing date must match exactly.
Choose the process address
Mailed process will arrive there.
Have an authorized person sign
Or a trustee or receiver.
File the certificate
Send Form DOS-1379-f with $60 to Albany.
Keep the filing receipt
It shows when authority ended.
Surrender questions
How much does surrender cost?
$60, printed in the form's instructions.
When does the authority end?
On the filing of the certificate of surrender.
Can the LLC still be sued after it surrenders?
For earlier New York business, yes, by service on the Secretary of State.
What if the LLC has been dissolved at home?
It files a Certificate of Termination of Existence instead.
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
$199
+ $250 New York fee (LLC)
Begin my New York applicationNew 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
- New York Department of State, Application for Authority for foreign limited liability companies
- New York Department of State, Form DOS-1361-f-a, Application for Authority of a foreign LLC
- New York Department of State, fee schedules
- New York Department of State, Application for Authority for a foreign business corporation
- New York Business Express, foreign not-for-profit Application for Authority
- New York Department of State, Certificate of Surrender of Authority for foreign limited liability companies
- New York Limited Liability Company Law, section 806
- New York Department of State, biennial statements
- New York Department of State, Certificate of Termination of Existence for foreign limited liability companies
- New York State Department of Taxation and Finance, surrender of authority by a foreign business corporation
Ready to apply in New York?
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