How to Get a Certificate of Authority in New York: Filing and Fees

To get a Certificate of Authority in New York, an out-of-state business files an Application for Authority with the New York Department of State, Division of Corporations, and pays a filing fee of $225 for a foreign corporation or $250 for a foreign LLC. The filing is required under the Business Corporation Law for corporations and the Limited Liability Company Law for LLCs, and LLCs have an additional publication step that must be completed within 120 days.¹²

Do You Actually Need One

New York requires any foreign corporation or foreign LLC to obtain authority before doing business in the state.³ “Foreign” means formed anywhere other than New York, whether Delaware, California, or another country. There is no bright-line test for “doing business.” What matters is whether your activity in the state is regular and ongoing rather than a single transaction. Maintaining an office, employing people who work in New York, repeatedly contracting with New York customers, or conducting substantial ongoing operations will typically qualify.

New York law spells out several activities that, on their own, do not count as doing business:

Defending or settling a lawsuit in a New York court.
Holding board or shareholder meetings in the state.
Maintaining a New York bank account.
Running an office solely to transfer or register the entity’s own securities.

Between those safe harbors and clear “doing business,” there is a large gray area. A single large contract likely does not require authority. A pattern of soliciting, negotiating, and delivering to New York customers almost certainly does. When the answer is not obvious, an attorney familiar with New York corporate law can evaluate the specific facts.

Skipping the filing when you should have made it has real costs. A foreign corporation doing business in New York without authority cannot bring or maintain a lawsuit in the state until it obtains authority and pays all outstanding fees, taxes, penalties, and interest.⁴ Your contracts stay valid and you can still be sued, but the courthouse door swings only one way until you cure the problem. Back taxes and penalties keep accruing in the meantime.

What to File and What to Attach

The Application for Authority goes to the New York Department of State, Division of Corporations. The core information is similar for corporations and LLCs, but the two forms differ in a few specifics.

Foreign Business Corporations

A foreign business corporation files under Section 1304 of the Business Corporation Law.³ The application asks for:

The corporation’s exact legal name as registered in its home jurisdiction. If that name is unavailable in New York, the corporation must choose a fictitious name for use in the state.
The jurisdiction and date of incorporation.
A description of the business purpose. A general statement covering “any lawful act or activity” is acceptable, with a note if any listed activities need special government approval that has not yet been obtained.
The New York county where the corporation’s office will be located.
A designation of the Secretary of State as agent for service of process, plus a mailing address for the Secretary to forward documents to. A registered agent with a New York address can also be designated.
A statement that the corporation has not been doing business in New York since incorporation, or since its authority was last surrendered. If it has been active in New York, it must instead obtain consent from the New York State Tax Commission and attach that consent to the application.¹

You also need a certificate from the corporation’s home jurisdiction confirming that the corporation exists, typically called a Certificate of Existence or Certificate of Good Standing.³ If it is in a foreign language, attach a sworn English translation.

Foreign Limited Liability Companies

A foreign LLC files under Section 802 of the Limited Liability Company Law.⁵ The application covers similar ground: the LLC’s name, jurisdiction and date of formation, the New York county where it will operate, a designated agent for service of process, and the address of its principal office in its home jurisdiction. The LLC must submit a certificate of existence from its home state. If the home jurisdiction does not issue certificates of existence, a certified copy of the articles of organization and all amendments will substitute.

Both applications can be downloaded from the New York Department of State website. Completed applications go to: New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

The Publication Requirement for LLCs

This step catches most LLC owners off guard, and missing it will suspend your authority. Within 120 days of filing the Application for Authority, a foreign LLC must publish a copy of the application, or a notice about its qualification, in two newspapers.⁶ The county clerk in the county where the LLC’s office is located designates which two newspapers you must use. You do not pick them yourself.

After the notices run, the printer or publisher of each newspaper provides an affidavit of publication. You then file a Certificate of Publication with those affidavits attached to the Department of State. The filing fee for that certificate is $50.⁶ Newspaper charges vary by county and by the publications the clerk designates. In some New York counties, publication costs can run into the hundreds or even over a thousand dollars.

Miss the 120-day deadline and the LLC’s authority to conduct any business in New York is suspended.⁶ Filing the Certificate of Publication with the required affidavits lifts the suspension, but until then, operations in the state are legally frozen. Foreign business corporations do not face this publication requirement.

Fees and Processing Times

The base filing fee is $225 for foreign business corporations and $250 for foreign LLCs.¹² Payment can be made by check, money order, or credit card (MasterCard, Visa, or American Express). Checks and money orders should be payable to the “Department of State.”

Standard processing for mailed applications takes roughly four to six weeks. If you need it faster, the Department of State offers expedited options for an additional fee:¹

24-hour processing: $25
Same-day processing: $75
Two-hour processing: $150

If the corporation has already been operating in New York before filing, the timeline stretches. It must call the New York State Tax Department at (518) 485-2639 to request consent from the Tax Commission, which verifies that all outstanding returns have been filed and all taxes have been paid.⁷ That consent must be attached to the application before the Department of State will process it.

Licensed Professional Entities

Foreign professional service LLCs, meaning those providing services that require a New York license such as medicine, law, engineering, or accounting, face an extra layer. Before the Department of State will accept the Application for Authority, the entity must first obtain a separate Certificate of Authority from the New York State Education Department’s Office of the Professions.⁸ That certificate confirms each individual who will practice through the entity holds a valid New York license in the relevant profession. The Office of the Professions accepts these applications only by mail. Once you have the certificate, submit it along with the Application for Authority and all applicable fees to the Department of State, then mail a certified copy of the filed application back to the Office of the Professions to complete registration.

After You’re Authorized

Filing the application is not the end of your obligations. New York imposes ongoing requirements, and ignoring them can cost you the authority you just paid for.

Biennial Statement

Both foreign corporations and foreign LLCs must file a biennial statement every two years with the Department of State. The filing fee is $9.⁹ The statement confirms or updates the entity’s name, Department of State ID number, and address for service of process in New York. Filing is available through the Department of State’s e-filing system.

Reporting Changes

If your registered agent, mailing address for service of process, or county location changes, file a Certificate of Change with the Department of State. For foreign business corporations, this is filed under Section 1309-A of the Business Corporation Law, and the fee is $30.¹⁰ The entity name and authorization date on the Certificate of Change must exactly match the Department of State’s records. Verify these on the DOS website before filing.

Tax Filings

Foreign corporations authorized to do business in New York are subject to New York franchise tax and must file returns with the Department of Taxation and Finance. A foreign corporation subject to New York tax must file and pay even if it never obtained authority from the Department of State.⁷ Failing to file franchise tax returns for two or more consecutive years can lead the Department of Taxation and Finance to annul the corporation’s authority outright, which means starting over with a new application.

A Different “Certificate of Authority” for Sales Tax

New York uses the phrase “Certificate of Authority” for two unrelated filings. The certificate covered above, filed with the Department of State, authorizes a foreign entity to do business in New York. A separate Certificate of Authority from the Department of Taxation and Finance authorizes a business to collect New York State sales tax.¹¹ Any business making taxable sales in New York, domestic or foreign, must register for the sales tax certificate separately. The two go to different agencies, and one does not substitute for the other.

1
New York Department of State. Application for Authority Foreign Business Corporation
2
Department of State. Application for Authority – Foreign Limited Liability Companies
3
New York State Senate. New York Business Corporation Law Article 13 – 1304
4
New York State Senate. New York Business Corporation Law Article 13 – 1312
5
New York State Senate. New York Limited Liability Company Law Article 8 – 802
6
New York Department of State. Certificate of Publication for Foreign Limited Liability Company
7
New York State Department of Taxation and Finance. Foreign Corporations
8
New York State Education Department. Office of the Professions – Section VII
9
New York Department of State. Biennial Statements for Business Corporations and Limited Liability Companies
10
New York Department of State. Certificate of Change for Foreign Business Corporation
11
New York State Department of Taxation and Finance. How to Register for New York State Sales Tax