What is a Foreign LLC in New York – Definition and Filing

If you have an LLC in New York and want to expand your business beyond New York, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in New York, must file a foreign LLC in New York. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the New York government.

In this article, you’ll be reading about how to start a foreign LLC in New York. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in New York after you form it.

Forming a Foreign LLC in New York

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in New York, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for New York) and wants to expand their operations in New York can file their LLC as a foreign entity. To start a foreign LLC in New York, you need to register it with the New York Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in New York for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in New York. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Status From Home State

Before you proceed to register your LLC in New York as a foreign entity, you must get the Certificate of Status issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in New York, then you must obtain the Certificate of Status from New York Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than New York must get this document to register a foreign LLC in New York.

Filing Certificate of Status: To obtain the Certificate of Status in New York, LLCs must Download Certificate of Status PDF file from the New York SOS portal. The form must be filled up and submitted to the office by mail, Fax, or hand deliver the application to the given contact.

Step 2: Choose New York Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the New York Secretary of State. Your LLC’s legal name outside of New York will be listed on the application, along with the name it will use in New York. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in New York to use. Check name availability at New York’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in New York when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select New York Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in New York, you must have a registered agent from New York only. No matter where your domestic LLC is located, you must hire a registered agent from New York for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in New York and take note that the New York Resident Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for New York Foreign LLC

The most important step is to send the application for registration with New York SOS. Download the PDF form from the New York Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in New York: two methods, by mail and in person.
- Online: There is no online filing available
- Offline: For filing offline, you must send the accomplished DBA filing form to the County Clerk’s Office in the county where your business is located. Addresses vary by county.
- DBA filing fee in New York: $25
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in New York.
Date when your LLC will start operations in New York.
Credit card information is on the last page of the form for the application fee.

Online Filing

If you’re registering a foreign LLC in New York online, you need to register or Sign in to SOS first. Once you access your dashboard, you can get to the online form to register your foreign LLC in New York.

Offline Filling

For the offline filing, you must get the Foreign LLC Registration Form (PDF) and download it. Once filled up the form must be sent to the SOS office by mail or in person at the address Department of State Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Ave., Albany, NY 12231.

Foreign LLC Registration Fee in New York: The cost to start a foreign LLC in New York is $200. No money will be accepted via mail. The payment should be made either by using cards (for online method) or by checks and money orders payable to the Department of State. If the check is above $500 then it must be certified before sending it to the SOS.

The LLC cost in New York, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between New York’s domestic and foreign LLCs.

Step 5: Determine How Your New York Foreign LLC is taxed

Foreign LLCs are also subjected to the New York Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in New York for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in New York. However, it is recommended to check with the New York Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing New York Foreign LLC Online – Quick Recap

Get the Certificate of Status from your home state where your LLC is originally registered
Check if the name of your LLC is available in New York to use for your foreign LLC. If not, file DBA name with New York SOS.
Get a registered agent in New York to represent your foreign LLC in New York. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the New York Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in New York with the FinCEN.

After Forming New York Foreign LLC

Here are added things you need to accomplish after forming your New York Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at New York Department of State.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in New York. Here’s everything about New York LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What is an LLC?

An LLC, or Limited Liability Company, is a type of business structure that combines the liability protection of a corporation with the flexibility of a partnership.

Can I form a foreign LLC in New York?

Yes, you can form a foreign LLC in New York if your LLC was originally formed in another state or country.

Do I need to appoint a registered agent in New York for my foreign LLC?

Yes, you are required to appoint a registered agent in New York for your foreign LLC.

What is a registered agent?

A registered agent is a person or entity designated to receive legal documents on behalf of the LLC.

How do I choose a registered agent for my foreign LLC in New York?

You can choose an individual resident of New York or a business entity authorized to do business in New York to act as your registered agent.

What is the process of forming a foreign LLC in New York?

The process of forming a foreign LLC in New York involves filing a Certificate of Authority with the New York Department of State.

Can I change the name of my foreign LLC when registering in New York?

Yes, you can choose to operate under a different name in New York than the one you initially registered with in your home state or country.

What are the requirements for naming my foreign LLC in New York?

The name of your foreign LLC in New York must be distinguishable from the names of other entities registered in the state.

Do I need an Employer Identification Number (EIN) for my foreign LLC in New York?

Yes, you will need an EIN from the Internal Revenue Service (IRS) for tax purposes when forming a foreign LLC in New York.

Is there a publication requirement for foreign LLCs in New York?

Yes, all newly formed LLCs in New York, including foreign LLCs, are required to publish a notice in newspapers designated by the county clerk within 120 days of formation.

What is the publication requirement for foreign LLCs in New York?

The publication requirement involves publishing a notice of the formation of the LLC once a week for six consecutive weeks in two newspapers.

Are there any specific taxes or fees associated with forming a foreign LLC in New York?

Yes, there are fees associated with obtaining a Certificate of Authority and filing the required documents with the New York Department of State.

Do foreign LLCs in New York need to file annual reports?

Yes, foreign LLCs in New York are required to file biennial statements every two years to maintain good standing with the state.

Can I use my home address as the business address for my foreign LLC in New York?

Yes, you can use your home address as the business address for your foreign LLC in New York, but you will still need a registered agent with a physical address in the state.

Can I convert my foreign LLC into a domestic LLC in New York?

Yes, you can convert your foreign LLC into a domestic LLC in New York by filing an application with the New York Department of State.

Are there any ongoing compliance requirements for foreign LLCs in New York?

Yes, foreign LLCs in New York must comply with the state’s regulations regarding taxation, reporting, and other legal obligations to maintain good standing.

Can I form a single-member foreign LLC in New York?

Yes, you can form a single-member foreign LLC in New York, but you still need to comply with all the state’s requirements for LLC formation.

What is the advantage of forming a foreign LLC in New York if I already have one in another state?

Forming a foreign LLC in New York allows you to expand your business operations into the state without having to create a separate business entity.

Do I need to have a physical presence in New York to form a foreign LLC?

No, you do not need to have a physical presence in New York to form a foreign LLC, but you are required to have a registered agent with a physical address in the state.

Can I use an online service to help me form a foreign LLC in New York?

Yes, there are online services available that can assist you with the process of forming a foreign LLC in New York, but it is recommended to consult with a legal professional.

How long does it take to form a foreign LLC in New York?

The timeline for forming a foreign LLC in New York can vary depending on the accuracy of your filings and the processing times of the state authorities.

Can I operate my foreign LLC in New York before receiving the Certificate of Authority?

No, you are not allowed to conduct business in New York as a foreign LLC until you have obtained the Certificate of Authority from the state.

Can I dissolve my foreign LLC in New York if I no longer wish to operate in the state?

Yes, you can dissolve your foreign LLC in New York by filing the necessary paperwork with the state authorities.

Are foreign LLCs in New York subject to the same laws and regulations as domestic LLCs?

Yes, foreign LLCs in New York are subject to the same laws and regulations as domestic LLCs when operating in the state.

Can I register my foreign LLC in New York as a professional LLC?

Yes, you can register your foreign LLC in New York as a professional LLC if the business provides professional services that require a state license.

Do I need to obtain any additional permits or licenses to operate my foreign LLC in New York?

Depending on the nature of your business, you may need to obtain specific permits or licenses from state and local authorities to operate your foreign LLC in New York.

Can I convert my foreign LLC in New York into a different business structure?

Yes, you can convert your foreign LLC in New York into a different business structure, such as a corporation or partnership, by following the state’s guidelines for conversion.

Are foreign LLCs in New York required to collect sales tax on transactions?

Yes, foreign LLCs conducting business in New York are subject to the same sales tax laws as domestic entities and must collect sales tax on applicable transactions.

What are the consequences of not complying with the regulations for foreign LLCs in New York?

Failure to comply with the regulations for foreign LLCs in New York can result in penalties, fines, and even the revocation of your Certificate of Authority to operate in the state.

What is an LLC and why would I want to form one in New York?

An LLC stands for Limited Liability Company and forming one in New York offers protection for personal assets and potentially reduces taxes.

In Conclusion

Having a foreign LLC in New York is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in New York does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Status to hiring a registered agent in New York, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in New York can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in New York is a success.