Foreign Incorporation in New York

NY Certificate Of Authority

A foreign corporation is a business that has been incorporated in one state, but does business in another. If you currently operate an incorporated business out of state, it’s considered a Foreign Corporation to New York and you must apply for NY Certificate of Authority to do business.

A Certificate of Authority is a state filing that gives you permission to do business in a particular state. You will need a Certificate of Authority from the New York Division of Corporations if you plan to expand your business operations into New York.

To obtain a Certificate of Authority, you’ll need to submit an Application for Authority and pay the foreign qualification fee. At New York Registered Agent, we help people form Foreign Corporations in New York every day, but if you have the time and patience you can file an Application for Authority yourself.

The first thing you should do is make sure you need to establish a New York Foreign Corporation.

Foreign Qualification

If your corporation was formed in any state other than New York, and you want to have any “nexus” in New York, you will need to file to qualify as a New York Foreign Corporation. A legal nexus is outlined in §1301-§1321, but pretty much means any business that is taxable in New York. The State of New York flippin’ loves taxes, and they’re going to collect them not just from New York corporations but from any business that has any of the following in New York:

  • Significant storage (i.e. a warehouse, or distribution hub)
  • An office
  • A storefront
  • Salesperson(s) that conduct business in the state

Register A NY Foreign Corporation Yourself

Looking to save some money? You can file your Foreign Corporation Application for Authority yourself. To do so, you must submit the same documents mentioned above:

  • New York Foreign Corporation Application for Authority
  • Certificate of Existence/Good Standing from Your Home State

A Certificate of Existence/Good Standing is generally obtained from your local Secretary of State office. It must be dated within one year.

When filling out your Application for Authority, be aware that there are numerous restricted or prohibited words and phrases that cannot be used as part of your Corporation name. In addition, the name of your company must include one of the following: “Corp,” “Corporation,” “Inc,” or “Incorporated.” If your name does not conform to these specific laws, you will need to select a fictitious name for use in New York that does.

Once your Application is complete, you must mail it or deliver it to the following address:

Department of State
Division of Corporations, State Records and UCC
One Commerce Plaza
99 Washington Ave.
Albany, NY 12231-0001

Can you just do everything for me?

Absolutely. When we’re your registered agent, we’ll file all your paperwork with the state and keep you up-to-date with the status of your company. Plus, you get the benefit of:

  • Free Use of Our Address on Incorporation Documents
  • Online Account to Monitor, Track, and Receive Important Business Documents
  • Real-Time New York Biennial Statement Reminders
  • Instant Document Delivery System
  • Instant Registered Agent Service
  • No Hidden Fees
  • Lifetime Client Support
  • Online Access to Additional Business Services