New York Corporation Foreign Qualification

What is a New York Foreign Corporation?

A foreign New York Corporation is an INC originally formed in another state that registers to do business in New York. The process of registering a foreign Corporation in New York is called foreign qualification. Foreign qualification is used to register a foreign company so that it may transact business in the state of New York. There are a few requirements when filing an application for registration in New York.

 

How to Register A Foreign Corporation in New York

Foreign Corporation Requirements

  1. Corporation Name
  2. Jurisdiction
  3. Purpose
  4. County
  5. Date

Corporation Name

A name for the application will match the corporate name of the entity in the original state of business formation. If the name is not available, a fictitious name can be used.

Jurisdiction

The place and date of incorporation where the Corporation was formed is required information to proceed with the filing.

Purpose

The state text will state that this corporation is formed to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law, provided that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

County

A county in New York where the Foreign Corporation will be formed will be listed.

Date

The Foreign Corporation will either start doing business in New York at the time of filing or a previous date.

 

New York Corporation Foreign Qualification

How to New York Corporation Foreign Qualification:

Steps to Foreign Corporation Qualification in New York

  • Select a Name: Pursuant to Section 301 of the Business Corporation Law, a corporate name cannot be the same as any already in use in the state. As well, all names must not use certain prohibited words and phrases.
  • File the Application. To start a foreign corporation qualification, file an Application for Authority with the Division of Corporations. You must include a Certificate of Existence from your home state.
  • Pay the Filing Fee. There is a $225 fee to file the Application and complete the foreign corporation registration.
  • Attach NYS Tax Commission Consent. If your corporation has conducted business in the state without first having completed a foreign corporation qualification, you must be granted permission to do business by the NYS Tax Commission. The consent form must be submitted with the Application.
  • Wait for Processing. The Division of Corporations generally processes filings in two to four weeks, unless you pay for expediting.

 

Foreign Corporation Registration Quick Facts

 

What Words and Phrases Are Prohibited for Corporate Names?

When filing a foreign corporation qualification, there are 71 different words and phrases either restricted or prohibited for use in a corporate name in New York. Some terms, such as Academy, are restricted to specific industries (such as Education). Other terms, such as Board of Trade, are entirely prohibited.

You can view the entire list at the Division of Corporations website.

 

New York Registered Agent

A New York registered agent must continually maintain a physical street location within the state, called a registered office. This cannot be a PO box. Agents accept service of process and official business mail at this office on behalf of clients. When documents are accepted, they are forwarded to the client in a timely manner.

 

Biennial Statement and Taxes

After a foreign corporation registration, a biennial statement must be filed every two years in the same month in which the foreign incorporation was filed. If you filed the Application for Authority in June, the biennial statement is filed in June.

Corporations file an annual franchise tax report each year by March 15. The corporate tax rate is 7.1%.

 

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