Application for Authority Foreign Business Corporation

A foreign business corporation may apply for authority to do business in the State of New York by filing an Application for Authority pursuant to Section 1304 of the Business Corporation Law. The New York Department of State does not give opinions as to what activities constitute doing business in New York State for qualification purposes. 

Business Corporation Law §1304

• Complete and file an Application for Authority with the Department of State.
• Attached to the Application for Authority must be a Certificate of Existence from the official who files and maintains corporate records in the jurisdiction of the corporation. (Please Note: This official is generally the Secretary of State, and many jurisdictions refer to the Certificate of Existence as a Certificate of Good Standing.) The Certificate of Existence must be dated within one year.
• The completed Application for Authority and statutory filing fee of $225, made payable to the New York Department of State, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. However, if the foreign corporation has been conducting business in New York State prior to filing its Application for Authority, it must obtain the consent of the New York State Tax Commission (§1304 (a)(8), Business Corporation Law). To request consent, call the New York State Tax Commission at (518) 485-2639. The completed Application for Authority, consent of the New York State Tax Commission and the filing fee of $225 should be forwarded to the New York Department of State at the address indicated above.

• The Division of Corporations is required by statute to reject for use any corporate, limited partnership, or limited liability company name that is not "distinguishable" from existing names on file. The only avenue to determine whether a name is available for a corporation, limited partnership or limited liability company is to make a name availability inquiry. The Corporation and Business Entity Database online search is intended for status inquiries of entities already on file with the Department of State. Customers are cautioned to avoid interpreting database search information as an indication that a name is or is not available for use.
• The records of the Division of Corporations may be searched for availability of name by submitting a written request to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The written inquiry should state that you wish to determine the availability of a name and list the name or names to be searched.  Although it is not required, it is recommended that a copy of the name availability response be attached to the document you are submitting for filing.
• A finding that the name is available is not an approval of the name by the Department of State and is not a determination that the proposed name satisfies any particular requirement of law. No expenditure or other commitment should be made in reliance upon the availability of a name.
• Pursuant to Section 96 of the New York State Executive Law, the fee for searching the records for availability of name is $5 per name submitted. Please note that the Department's determination regarding the availability of a name applies only to the date and time that the name search was completed. Requests for name availability cannot be handled by telephone.
• If the true name of the corporation is not available for use in New York State, the corporation must, pursuant to Section 130l(d) of the Business Corporation Law designate, in its Application for Authority, a fictitious name to be used in New York State.  A fictitious name cannot contain a corporate indicator.

The fee for filing the Application for Authority is $225.  All fees must be paid by cash, check, money order, MasterCard, Visa or American Express. Checks and money orders should be made payable to the “Department of State.” Please do not send cash through the mail.  All checks over $500 must be certified.

Expedited Handling Services: (optional) The NYS Department of State's Division of Corporations offers expedited processing of time-sensitive documents. For an additional fee, the Department of State will process a document within the following time frames for the additional fee indicated; $25.00 per document for processing within 24 hours, $75.00 per document for processing within the same day, or $150.00 per document for processing within 2 hours.

The additional, non-refundable fee for expedited processing service must be paid by a separate check or money order or indicated in the appropriate space on the Credit Card/Debit Card Authorization Form. The Division of Corporations accepts MasterCard, Visa and American Express for the payment of fees. To pay for a fee using your credit card or debit card, simply complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service. The Credit Card/Debit Card Authorization Form submitted with any request for services must specifically indicate the level of expedited service requested. 

• An envelope bearing documents for filing and other requests for expedited processing services must be marked with the notation "Expedited Processing" on the envelope.

• The name of the corporation and the date it was authorized to conduct business in New York State provided on this certificate must exactly match the records of the Department of State. This information should be verified on the Department of State’s website
• The certificate must be signed by an officer, director or duly authorized person.