Overview
- A foreign professional service corporation, domiciled in a state or territory of the United States, may apply for authority to do business in the State of New York by filing an Application for Authority pursuant to Section 1530 of the Business Corporation Law. "Profession," as defined in Section 1501(b) of the Business Corporation Law, includes any practice as an attorney and counselor-at-law, or as a licensed physician, and those occupations designated in Title Eight of the Education Law. For a listing of professional services, please see New York State Department of Education, Office of the Professions
- The New York Department of State does not give opinions as to what activities constitute doing business in New York State for qualification purposes.
- For statutory provisions: Business Corporation Law §1530
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 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.
- A Certificate of Good Standing from the appropriate Appellate Division or a Certificate of Authority (Form PLS709) under seal from the New York State Department of Education, Division of Professional Licensing Services, Corporations Unit, 89 Washington Avenue, 2nd Floor, Albany, NY 12234, must be submitted with the Application for Authority.
- The completed application, together with the filing fee of $200, made payable to the New York Department of State, should be forwarded to:
- New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
- 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 (§1530 (a)(8), Business Corporation Law). To request consent, call the New York State Tax Commission at (518) 485-2639. The completed Application for Authority, together with the required consent attached, and the filing fee of $200 should be forwarded to the New York Department of State at the address indicated above.
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.
- If the true name of the corporation is not available for use in New York State, the corporation must, pursuant to Section 1301(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.
Fees
$200 filing fee for the Application for Authority Foreign Professional Service Corporation.
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 name of the corporation and date of incorporation must exactly match the name of the corporation and, if applicable, the date of incorporation stated in the Certificate of Existence.
- Section 1530(a)(l) of the Business Corporation Law requires that a foreign professional corporation whose name does not end with the words "Professional Corporation" or the abbreviation "P.C." shall in its Application for Authority additionally state the name to be used in New York State which contains its name as set forth on the Certificate of Existence with "Professional Corporation" or "P.C." added at the end of its name.
- The Application for Authority must be signed by an officer, director or duly authorized person.
Contact Division of Corporations, State Records and Uniform Commercial Code
Contact the Division of Corporations, State Records, and Uniform Commercial Code