How to register a foreign LLC in New York
A foreign LLC qualifies in New York by filing an Application for Authority (form DOS 1361-f-a) under LLC Law § 802 with the New York Department of State, Division of Corporations. It attaches a certificate of existence from its home jurisdiction dated within one year, and within 120 days after filing it must publish a notice and file proof of publication.
Checked against the New York Department of State, Division of Corporations and the statute, November 2026.
- Application
- DOS 1361-f-a
- Home-state certificate
- Required, dated within one year
- New York registered agent
- Optional (Secretary of State by law)
- Filed with
- Department of State
How it works in New York
- From the home stateCertificate of existence, dated within one year
- In New YorkSecretary of State as agent; private agent optional
- The filingDOS 1361-f-a
New York Department of State, Division of Corporations
When does a foreign LLC have to register in New York?
LLC Law § 802 requires the application “before doing business in this state”. Section 803 lists activities that do not, by themselves, constitute doing business in New York.
The Department of State does not give opinions on what activities amount to doing business for qualification purposes; its page points to an opinion of counsel on the subject instead.
Which form, and where is it filed?
Application for Authority (form DOS 1361-f-a), under LLC Law § 802. Submitted to the Division of Corporations in Albany.
The completed Application for Authority goes, with the certificate of existence, to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Optional expedited handling — within 24 hours, the same day or 2 hours — is available for an additional charge.
The application states the county in New York where the LLC’s office will be located. That choice matters later: the publication requirement runs in newspapers designated by that county’s clerk.
Does New York need a certificate of good standing?
Required. LLC Law § 802(a) calls for a certificate of existence or, where the home jurisdiction issues none, a certified copy of the LLC’s articles of organization and all amendments. The Department of State adds that the certificate — many jurisdictions call it a certificate of good standing — must be dated within one year.
Does a foreign LLC need a New York registered agent?
New York designates the Secretary of State as the LLC’s agent for service of process through the application itself, which gives the post office address to which the Secretary of State mails a copy of any process (§ 802(a)(4)). Naming a private registered agent in New York is optional (§ 802(a)(5)).
New York specific: New York’s publication requirement: within 120 days after filing, the LLC publishes a copy or notice of its application once a week for six successive weeks in two newspapers — one daily, one weekly — designated by the county clerk where its office is located, then files the certificate of publication with the affidavits of publication. If proof is not filed in time, the LLC’s authority to do business in New York is suspended until it is.
What if the LLC’s name is taken in New York?
If the LLC’s name is not acceptable under LLC Law § 204, it applies under a fictitious name that complies, and uses that name in all its dealings with the Department of State and in conducting its business in New York (§ 802(a)(1)). Section 204 also restricts certain words and phrases, some of which need another agency’s consent before filing. A name availability check and a 60-day name reservation are both optional.
Is it the same filing for a corporation?
No. Everything above is the rule for a foreign LLC. A foreign corporation applies under a different statute: Business Corporation Law § 1304.
What does New York expect after the LLC qualifies?
Qualifying is the start, not the end: the LLC now owes New York the same kind of upkeep as a local company.
Publication
Publication within 120 days of filing, in the two newspapers the county clerk designates, followed by the certificate of publication with the newspapers’ affidavits (§ 802(b)). Late proof suspends the LLC’s authority; filing it later annuls the suspension.
Biennial statement
Domestic and foreign LLCs file a Biennial Statement every two years with the Department of State, giving the address to which the Secretary of State mails process (LLC Law § 301(e)); most can file it online.
What the Biennial Statement asks for, when it is due and who files it: New York Biennial Statement. Every recurring New York deadline, by entity type, is in the compliance calendar. LLCity files recurring state reports for you — see Run services.
What happens if a foreign LLC does business in New York without registering?
A foreign LLC doing business in New York without authority cannot maintain an action, suit or special proceeding in a New York court until it has its certificate of authority. Its contracts remain valid and it can defend itself; its members and managers are not liable solely for that reason; and by doing business without authority it appoints the Secretary of State as its agent for service of process on claims arising from that business (LLC Law § 808).
Already doing business there? Tell us when the LLC started, and we will check what the Department of State will ask for before anything is filed.
Questions about foreign qualification in New York
What form does a foreign LLC file to do business in New York?
An Application for Authority under LLC Law § 802 (form DOS 1361-f-a), filed with the New York Department of State, Division of Corporations, with a certificate of existence from the LLC’s home jurisdiction.
How recent must the certificate of existence be for New York?
The Department of State says it must be dated within one year.
Does a foreign LLC have to publish in New York?
Yes. Within 120 days after filing the application, it publishes a notice once a week for six weeks in two newspapers designated by the county clerk, then files proof. Without proof, its authority to do business in New York is suspended until it files.
Does a foreign LLC need a registered agent in New York?
No. The Secretary of State is designated as agent for service of process in the application itself. A private registered agent is optional.
Which New York laws and pages is this based on?
New York Limited Liability Company Law, Article 8 (§§ 801–809)
Sources, checked November 2026:
- New York Department of State— Application for Authority – Foreign Limited Liability Companies
- New York Business Express— Limited Liability Company (Foreign) Application for Authority (DOS 1361-f-a)
- New York State Senate— LLC Law § 802 (application for authority; publication)
- New York State Senate— LLC Law § 808 (doing business without authority)
- New York State Senate— Business Corporation Law § 1304
- New York Department of State— Biennial Statements for Business Corporations and LLCs
Checked against the New York Department of State, Division of Corporations and the statutes above · Last reviewed November 2026. No fees are shown: state fees are confirmed with you before anything is filed. Not legal advice: the filing office has the final word on your entity.
New York
Expanding into New York?
Tell us the entity, its home state and when it starts doing business in New York. We order the certificate, appoint the registered agent and file the DOS 1361-f-a — for one entity or a whole portfolio. Most quotes are same-day; call 212-202-5750.