Conversions In New York
Conversion statutes in New York only allow the conversion of a general partnership or limited partnership into a limited liability company, either creating a new LLC as a result of the conversion or converting into an LLC that was previously formed. When a New York corporation or LLC wishes to change company type or jurisdiction, the most common solution is to form a new entity of the desired type and merge the existing company into it.
Conversions Not Permitted:
- Corporations cannot convert to any other company type.
- Limited Liability Companies cannot convert to any other company type.
How to Reflect the Conversion of a Foreign Company Registered in New York:
- Company Type has changed: Withdraw existing registration and re-qualify the converted company.
- Jurisdiction of Incorporation has Changed: File Certificate of Amendment
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%.
Settle On A Structure
To register your business, youll need to know its structure for legal and licensing reasons. Choose a type of entity and structure using the states business wizard, which guides you through the selection process by asking questions.
Its important to note that New York regulates the names of businesses by type. For example, a limited liability company isnt allowed to have words like school, trust, or corporation – and dozens of others – in its name. See a complete list of restricted words here.
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How To Register A Business In New York State
Is starting a business in New York your American dream? Thats terrific, but get ready to jump through some hoops. New York businesses must be registered. Youll need forms, certificates, and licenses from multiple regulatory agencies.
Complete Payroll is here to make your life easier. Below is a step-by-step guide, plus links to important forms youll need to register a new business in New York. Also, if you’re ready to set up payroll to get your employees paid,
Does A Foreign Entity That Qualifies Or Registers To Transact Business In Texas Under An Assumed Name Have To Conduct Its Business Under That Assumed Name In Texas That Is Must The Assumed Name Be Used On Signs Brochures Business Cards Contracts And The Like
The governing statutes provide that when a foreign entity qualifies to transact business under an assumed name it must conduct its business with that assumed name. The statute does not provide specific information as to implementation. However, the secretary of state interprets the statute as intending to avoid confusion between the foreign entity and an entity already doing business in Texas. Therefore, use of the assumed name is required to avoid confusion.
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What Are Your Fees
Youll need to have a New York registered agent. We charge $125 a year to act as your registered agent in New York. Its a flat rate, once a year fee, and includes more than other registered agent services.
We charge a $100 one-time filing service fee if you would like us to obtain the certificates needed from your home state, and register your company in any state you choose. We have offices in every state and can act as your registered agent and make your filings for you in any state. If you would like to register with multiple states at once, we can usually drop our filing service fee down.
Assign A York Registered Agent
Someone who receives official correspondence and is responsible for filing reports with the New York Secretary of State is known as a Registered Agent. If you have an LLC, New York requires you to have a Registered Agent. You’ll appoint your Registered Agent when you file the Articles of Organization to create your business.You can fill this position, assign another manager in your business or use a Registered Agent service. If your New York Registered Agent is a person, they must have a physical street address in New York and must be present during business hours to receive important documents on behalf of your company.All of Incfiles business formation packages include Registered Agent service. Its free for the first year and just $119 per year after that. You’ll also have access to a digital dashboard to view any document we’ve received on your behalf.
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How To Obtain A Certificate Of Good Standing In New York
A Certificate of Good Standing, known in New York as a Certificate of Status, verifies that your LLC was legally formed and has been properly maintained. Several instances where you might need to get one include:
- Seeking funding from banks or other lenders
- Forming your business as a foreign LLC in another state
- Obtaining or renewing specific business licenses or permits
You can order a New York LLC Certificate of Status by mail, by fax, or in person.
Request a Certificate by Mail, by fax, or In Person From the New York Department of State
Note: Fax filings must include a form.
Create An Operating Agreement
An operating agreement is a legally binding document that all members of an LLC agree on and sign. According to New York state law, your New York LLC operating agreement can be entered into by members before, at the time of, or within 90 days after the filing of your Articles of Organization. This agreement outlines the rules, regulations, and procedures of your business operations. A solid operating agreement may also document:
- Any member limitations
- Each members rights and responsibilities
- Each members initial investment in the company
- Distribution of profits
- Succession plans should a member leave
- What events may cause the dissolution of the LLC
- How to handle dissolving the LLC
- How to amend the agreement
An operating agreement makes it clear to everyone from the start how your business will be run. Should there be an issue, such as a management dispute, you can turn to the agreement to help resolve it.
If youre unsure as to how to start creating an operating agreement for your LLC in New York, we offer a customizable template to help get you started.
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File Your New York Llc Biennial Statement
The State of New York requires all LLCs to file a biennial statement every two years with the New York Department of State. The biennial statement typically includes information about your business and can be filed online.
Fee: $9
Due Date: New York LLC biennial statements are due every second year by the end of your LLCs anniversary month .
Late Filings: Any biennial statement received after the due date will result in your LLC losing its good standing status with the state.
Does My Foreign Entity Need To File An Application For Registration
A foreign filing entity, as described in section 9.001 of the BOC, must file an application for registration, previously known as an application for certificate of authority, if it transacts business in Texas. Texas statutes do not specifically define transacting business however, section 9.251 of the BOC lists 15 activities that do not constitute transacting business. Generally, a foreign entity is transacting business in Texas if it has an office or an employee in Texas or is otherwise pursuing one of its purposes in Texas. The secretary of state cannot give a legal opinion as to whether a particular foreign entity is transacting business in Texas. If you are unsure whether registration is required, you should consult with your legal counsel.
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New York Foreign Qualification Requirements
For more information on how to register your Delaware company in New York, or for assistance with the New York Foreign Qualification process, please contact Harvard Business Services, Inc. at 800-345-2677, Ext. 6130.
Importance Of Understanding Procedures And Whats Allowed
As you can see from the examples above, each state handles the process of conversion a little differently and laws are changing quickly in this area. Its important to understand what types of conversions are allowed in the pertinent states when planning this important change, as well as the state filing procedures and requirements to ensure the changes to the public record are made appropriately. It is also important to ensure the change made in the domestic state is properly reflected in every state where the company is registered to do business.
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.
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General Jurisdiction And Consent By Registration
No corporation wants to be sued. But they particularly dont want to be sued in what they consider unfavorable locations like states that are hundreds or thousands of miles from their headquarters, or states that are considered hostile to corporations. And before the U.S. Supreme Courts landmark decision in Daimler AG v. Bauman, 571 U.S. 117 , general jurisdiction existed in any state where the corporation had substantial, continuous and systematic activities which meant that large corporations with a nationwide presence would be subject to suit in many more states than they wished.
That all changed with Daimler. The Court held that in all but extraordinary cases, a corporation was subject to general jurisdiction only in its state of incorporation or the state where its principal place of business was located.
Daimler sent plaintiffs looking for alternate theories to assert personal jurisdiction over corporate defendants in states other than where the claim arose or where the corporation was incorporated or headquartered. One theory many have asserted is the so-called consent by registration theory. A defendant can consent to be sued in a state that otherwise would not have personal jurisdiction over it. And the consent by registration theory asserts that a foreign corporation consents to the general jurisdiction of a states courts by registering to do business in the state and designating an in-state agent for service of process.
File New York Articles Of Organization
Now that youve selected a name, you need to register your New York LLC. Filing your New York Articles of Organization certificate legally forms your LLC in New York. It provides the government with vital information about your business for the states records. The certificate acts as proof that your LLC was formed and exists as a business entity.
Filing official government documents like this can be intimidating and/or complicated for many people, which is why were here. With our business formation plans, our professionals handle the filing for you to make sure its done quickly and correctly the first time.
New York allows hopeful business owners to register and file all of their initial required documents online. However, if youre not comfortable with filing your LLC online, you can download a printable Articles of Organization, fill it out in black ink, and mail it in for filing. Send your completed Articles of Organization document and a nonrefundable filing fee to:
Department of State Division of Corporations, State Records, and Uniform Commercial CodeOne Commerce Plaza99 Washington AveAlbany, NY 12231
For filers who opt to file online through the New York State website, you can expect that it will take roughly seven business days for your application to be processed. Expedited services are available, including 24 hours, same day, and two hours.
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Foreign Llcs And Doing Business
As to whether or not you need to register your LLC as a Foreign LLC in another state comes down to whether or not you are legally doing business in that state. Each state has different laws when it comes to the definition of doing business, so if youre not sure whether you need to register a Foreign LLC or not, we recommend reaching out to a few attorneys for a quick chat.
Registering Your Startup To Do Business In New York
Forming your C corporation in Delaware gives you a lot of flexibility, but you may still need to follow local laws depending on what state you operate in.
Specifically, if you do business in New York, you need to register with the state. Weâll walk through the process and simplify it. But first, how can you tell whether youâre legally doing business in NY?
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Foreign Qualification In New York
A foreign LLC or Corporation may apply for authority to do business in the State of New York by filing an Application for Authority with the New York Department of State. The out-of-state company must also obtain a Certificate of Good Standing from their home jurisdiction to be submitted with the Application for Authority.
For more information on what activities may be considered doing business in New York the Department of State has provided an article on their website titled Doing Business in New York: An Introduction to Qualification. Generally speaking, businesses that have an office or employees in New York, or conduct significant business in or towards New York should consider foreign qualification.
Thomas Law Firm PLLC can draft and file your Application for Authority and advise you regarding foreign business registration matters. Please CONTACT US for more information. If you are interested in registering a foreign professional practice entity please click here.
New York Application for Authority: $3000 Flat Fee
- Name availability check
- Preparation and filing of NY Application for Authority
- NY State Filing Fee Included
- 24-hour processing included and Certified Copy Included
- Assistance with obtaining Certificate of Good Standing in home jurisdiction, if necessary
- Assistance with filing NYS DBA, if necessary
My Foreign Entity Ceased To Exist In Its Jurisdiction Of Organization Two Years Ago But The Secretary Of States Records Still Show That It Has An Active Registration What Do I Need To File
If the foreign entity has ceased to exist in its jurisdiction of organization, and its registration is not being succeeded pursuant to a merger or conversion, then the entity must terminate its registration. This is done by submitting a certificate from the proper filing officer in the entitys jurisdiction of formation evidencing the termination. The certificate can either be a certificate evidencing the fact that the entity has dissolved, merged, etc., or it can be a certified copy of the dissolution, merger or conversion. Form 612 can be used as a cover letter to the certificate required for termination. The filing fee is $15 .
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Registering In New York
To register as a foreign LLC in New York, you have to submit an Application for Authority with the Secretary of State. You can submit by mail, by fax, or in person. You can download the form from the website of the Secretary of State.
Submit it to this office:
Department of State
99 Washington Avenue, 6th Floor
Albany, New York 12231
Fax: 474-1418
- Naming Guidelines
Your company name needs to follow the regulations that the state has set. Make sure you comply with them to avoid any issues.
- It has to include the phrase limited liability company or any of its abbreviations.
- You cannot use a name that would confuse your company with a government agency.
- You cannot use restricted words such as bank, attorney, and university without completing additional paperwork and having the necessary licensed individual.
- It has to be distinguishable.
- Required Information
To complete the application, you will have to provide information related to your company. You should prepare the following pieces of information:
Additionally, you need to attach these documents:
- Certificate of Existence or Good Standing from the home state
- A copy of the Articles of Organization if your companys home state does not issue this type of certificate
- A certified copy of a certificate you filed in the home state if you did not file the Articles of Organization
- Filing Fee
- Two-hour $150
- 24-hour $25
- Publication Requirements
- Registered Agent
- Ongoing Requirements
Related Topics
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.
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