How to Form a Foreign Limited Liability Company in New York – Application for Authority of Foreign Limited Liability Company

The New York Application For Authority of Foreign Limited Liability Company must be submitted to the New York State Division of Corporations as part of the application process to obtain a New York Certificate of Authority. In addition to this document the foreign Limited Liability Company must submit a Certificate of Existence or Certificate of Good Standing issued by the appropriate governing official in the foreign entity’s home jurisdiction. This must be dated and issued within one year of the filing date for this form.

The Filing Fee for the New York Application For Authority of Foreign Limited Liability Company is $250.00. This is payable with a credit card by filling out the Debit Card/Credit Card Authorization Form included with this document or by submitting a check payable to “Department of State.” Checks are an acceptable method of payment when submitting by mail or in person but not online or by fax. You may use a credit card to pay the filing fee regardless of how you submit the filing. Online filings will be paid for at the time of submittal by entering the credit card information directly on screen.

How To File By Mail

Download Form
Download Credit Card Form

Step 1 – Obtain a blank copy of the New York Application For Authority of Foreign Limited Liability Company by selecting the above link (Download Form). The Credit Card Authorization Form is provided via the “Download Credit Card Form” link. Both of these documents are editable onscreen with an appropriate PDF Program.

Step 2 – Locate the blank line below the words “Application For Authority Of” at the top of the first page. Enter the Full Name of the foreign Limited Liability Company precisely as it appears on the Certificate of Authority being submitted.

Step 3 – In the First Item, we will need to define the Name of the foreign Limited Liability Company. Report the True and Legal Name of the foreign Limited Liability Company on the first blank line. In a case where the Name is unique but it is missing the appropriate suffix in this state (“Limited Liability Company,” “LLC,” or “L.L.C.”) then enter the suffix designator you wish to add to the Legal Name of the foreign Limited Liability Company in the State of New York on the second blank line. If the Legal Name of the foreign Limited Liability Company is wholly unavailable, then enter the Fictitious Name the foreign Limited Liability Company will be known as and operate under on the third blank line.

Step 4 – The Second Item requiring attention will require the Jurisdiction where the filing entity was formed as a Limited Liability Company to be reported on the first blank line. Then on the second blank line, report the Date of Formation for the Limited Liability Company as it is recorded in its home jurisdiction on the second blank line.

Step 5 – In the Third Item, report the County where the foreign Limited Liability Company Principal Office in New York is located on the blank line provided. A County must be reported regardless of whether a foreign Limited Liability Company is required to have a Physical Address or not.

Step 6 – The Fourth Item shall Name the New York Secretary of State as the foreign Limited Liability Company’s Registered Agent. That is, when the foreign Limited Liability Company must be served Service of Process in the State of New York, it will be served to the New York Secretary of State who will then, inform the foreign Limited Liability Company. Therefore, you must report a reliable Mailing Address where the foreign Limited Liability Company would receive such documents in the area available in the Fourth Item.

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Step 7 – The Fifth Item will require the Complete Address of the Principal Office the foreign Limited Liability Company maintains. If it is required for such an office to have a Physical Address in the jurisdiction where the foreign Limited Liability Company formed, then mark the first check box and report this Address in the available space. If the foreign Limited Liability Company is not required to maintain its Principal Office in its jurisdiction of formation, then check the second box and report the Physical Address of the foreign Limited Liability Company (wherever that may be) in the space provided.

Step 8 – The Sixth Item will bind the foreign Limited Liability Company to being a valid Limited Liability Company in its home jurisdiction. You will need to attach a Certificate of Existence or Certificate of Good Standing that is less than one year old to this document. You may only obtain such a document from an appropriately governing body in the home jurisdiction (such as the Secretary of State) where the foreign Limited Liability Company was formed.

Step 9 – The Seventh Item will seek to identify the governing body (i.e. “Secretary of State” or “Custodian of Records”) in the jurisdiction where the foreign Limited Liability Company to be Identified on the first blank line then, on the second blank line, the Address of this entity must be reported.

Step 10 – Locate the “X” on the blank line at the bottom of page 2. Here, a representative of the foreign Limited Liability Company who has been authorized to submit this application on its behalf must Sign his or her Name. Below this, he or she must Print his or her Name. Finally, this party must indicate if he or she is a Member, Manager, or simply an Authorized Person by selecting the appropriately labeled check box on the right of this area.

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Step 11 – The top of the third page will require the Name of the foreign Limited Liability Company to be reported on the first blank line (under the title). Below this the individual filing this document with the New York Department of State Division of Corporations must submit his or her Name and Complete Mailing Address.

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Step 12 – Next, you will need to package the New York Application For Authority of Foreign Limited Liability Company and the required documents (i.e. Certificate of Existence, attachments, etc.) then file it by mail, in person, by fax, or online. If you are filing online, you will be required to pay the Filing Fee online at the time of filing. Paper filings being paid for with a credit card will need to be accompanied by a Credit Card/Debit Card Authorization Form. You may only file in person or by mail if you wish to pay the Filing Fee with a check. The check must be in the full amount of the minimum Filing Fee ($200.00) and payable to “Department of State.”

File In Person:

Division of Corporations
State Records Uniform Commercial Code
One Commerce Plaza
99 Washington Ave
6th Floor
Albany, NY 12231
Hours: Monday through Friday, 9:00 a.m. to 4:30 p.m.

File by Fax:

518.474.1418

File By Mail:

New York State Department of State
Division of Corporations
State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave

Step 13 – As per New York State Limited Liability Company Law, Section 802, the foreign Limited Liability Company must publish, in two newspapers a Notice of its qualification or a copy of the application for authority submitted. The foreign Limited Liability Company will have 120 Days to obtain the list of acceptable newspapers from the county clerk where it is located and submit a Certificate of Publication along with an affidavit of publication to the New York State Department of State, Division of Corporations. This must be accompanied with a payment of the $50.00 Filing Fee required for this submittal.