Application for Authority for Foreign Limited Partnerships

Application for Authority for Foreign Limited Partnerships

Overview

A foreign limited partnership may apply for authority to do business in the State of New York by filing an Application for Authority pursuant to Section 121-902 of the New York State Revised Limited Partnership Act.

How to File

  • 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 limited partnership records in the jurisdiction of the limited partnership. (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, together with the filing fee of $200, should be forwarded to:
    • New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

Name Availability

  • 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.

Fees

$200 filing fee for Application for Authority.

All fees must be paid by cash, check, money order, MasterCard, Visa or American Express.

  • To pay for a fee using your credit card or debit card, complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
  • 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 Processing

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

Additional Information

  • The New York Department of State does not give opinions as to what activities constitute doing business in New York State for qualification purposes. You may wish to review a Legal Memorandum entitled "Doing Business" in New York: An Introduction to Qualification for further clarification.
  • Section 121-902 of the New York State Revised Limited Partnership Act requires that within 120 days after the filing of the application for authority, a foreign limited partnership (LP) must publish in two newspapers a copy of the application for authority or a notice related to the qualification of the LP. The newspapers must be designated by the county clerk of the county in which the office of the LP is located, as stated in the application for authority. After publication, the printer or publisher of each newspaper will provide you with an affidavit of publication. A Certificate of Publication, with the affidavits of publication of the newspapers attached, must be submitted to the New York Department of State, with a $50 filing fee.

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