LLC Formed in Another State? New York Registration Explained
The Short Answer
New York law requires an LLC formed in another state to apply for authority before it does business in New York. Section 802(a) of the New York LLC Law says: "Before doing business in this state, a foreign limited liability company shall apply for authority to do business in this state." The LLC Law does not say what counts as doing business, and the New York Department of State "does not give opinions on what activities constitute doing business in New York State for qualification purposes," so whether an LLC's activities in New York are doing business is a question each LLC answers, often with its attorney. After registering, an LLC publishes a notice of its filing, which LLC Publishers handles for one fixed, one-time total set by the county on the application, from a base price of $395–$1,795 by county.
Registering is one filing with the Department of State: the Application for Authority (form DOS-1361-f-a), with the State's $250 Application for Authority fee and a certificate of existence from the home state that, in the Department's words, "must be dated within one year." Within 120 days after that filing, Section 802(b) requires the LLC to publish a notice for six consecutive weeks in two newspapers of the New York county named on the application, then file proof with the State.
LLC Publishers' publications take about 8–10 weeks from start to Certificate of Publication, and the price is charged once, with no recurring charges. The newspapers and the State set their own pace, so these are estimates.
Registering an Out-of-State LLC in New York, at a Glance
Does an LLC Formed in Another State Need to Register in New York?
New York's statute states the rule but not the test. Section 802(a) of the New York LLC Law requires a foreign LLC to apply for authority "Before doing business in this state." Under Section 102(k), a "foreign limited liability company" is an organization "formed under the laws of any jurisdiction, including any foreign country, other than the laws of this state" (the definition continues with two further conditions).
The LLC Law names no activity that does count as doing business. Section 803 lists four activities that do not, and it opens by saying the list is not complete:
NY LLC Law §803, verbatim
(a) Without excluding other activities that may not constitute doing business in this state, a foreign limited liability company shall not be considered to be doing business in this state for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:
(1) maintaining or defending any action or proceeding, whether judicial, administrative, arbitrative or otherwise or effecting settlement thereof or the settlement of claims or disputes;
(2) holding meetings of its members or managers;
(3) maintaining bank accounts; or
(4) maintaining offices or agencies only for the transfer, exchange and registration of its membership interests or appointing and maintaining depositaries with relation to its membership interests.
(b) The specification in subdivision (a) of this section does not establish a standard of activities that may subject a foreign limited liability company to service of process under this chapter or any other statute of this state.
The State itself declines to draw the line. The New York Department of State's Application for Authority page says: "The New York Department of State does not give opinions on what activities constitute doing business in New York State for qualification purposes." The same page points readers to a memorandum the Department publishes, "Doing Business" in New York: An Introduction to Qualification (Legal Memorandum C001, dated January 2016).
What the Department of State's Memorandum Says About "Doing Business"
The Department of State's Legal Memorandum C001 (January 2016) describes the question this way: "Whether an organization is 'doing business' sufficient to require it to qualify is often the source of confusion."
On the statutes, Legal Memorandum C001 says: "Business Corporation Law § 1301(b) and its analogs do not define doing business; they contain only a nonexclusive list of what does not constitute doing business." Section 803 of the LLC Law is a list of that kind. The memorandum also notes: "For simplicity and for reasons of history, much of this discussion will refer to corporations."
On how the question gets answered, Legal Memorandum C001 says: "Most of the law of 'doing business' is found in the decisions of courts." Legal Memorandum C001 adds:
Each case must be decided on its own facts.
Legal Memorandum C001 describes general factors drawn from court decisions. On contacts, Legal Memorandum C001 says: "For the qualification requirement to apply, the local or intrastate contacts with New York must be permanent, continuous, and regular." On how the activity relates to the business, Legal Memorandum C001 says: "If the activity is vital and essential to the organization's business, it will have to qualify. If the activity is merely incidental to that business, it will not."
Legal Memorandum C001 also separates authority from tax and from lawsuits: "Yet more confusion stems from use of the same term, 'doing business,' in two other separate, but related, contexts: whether a corporation's activities in a state are sufficient to subject it to personal jurisdiction and whether a corporation's presence within a state requires it to pay taxes." Legal Memorandum C001 adds: "What is important is that it takes a higher level of contact to invoke the qualification requirement."
None of these sentences is a checklist, and none of them applies itself to a particular LLC. Whether a particular LLC's activities in New York are doing business is that LLC's question to answer, often with an attorney. The Department of State's own form, DOS-1361-f-a, notes: "The Department of State recommends that legal documents be prepared under the guidance of an attorney."
What Filing an Application for Authority Means, in the State's Words
Legal Memorandum C001 describes what a filing does: "The effect of an application for authority is twofold: the organization acknowledges that it considers itself to be doing business in the state, and it facilitates legal and administrative proceedings" by stating where the organization may be served with process.
Legal Memorandum C001 states both points as general effects of filing. It does not weigh them for any particular LLC.
Tax, not authority: two different New York filings
New York has two different documents called a "Certificate of Authority." Under Section 805(a) of the LLC Law, the Department of State's filing receipt for an Application for Authority is entitled "Certificate of authority of... (name of foreign limited liability company) under section eight hundred five of the Limited Liability Company Law". The New York State Department of Taxation and Finance's page Register as a sales tax vendor refers to "the application for a sales tax Certificate of Authority," a different document from a different agency. One is not a substitute for the other.
The Tax Department's page on the LLC filing fee (Form IT-204-LL) describes who files it in terms of income, gain, loss, or deduction from New York State sources. The Tax Department's page on the Partnership, LLC, and LLP annual filing fee (Form IT-204-LL) lists a "domestic or foreign LLC ... that is required to file Form IT-204, Partnership Return, and that has income, gain, loss, or deduction from New York State sources in the current taxable year," and says an LLC with no such New York-source items does not file it, "regardless of whether or not it is formed under the laws of New York State or is dormant." Tax questions belong with a tax adviser; they are separate from the Application for Authority.
Who Registers: Out-of-State LLCs in New York, by the Numbers
Foreign LLC Applications for Authority in New York (NY Open Data)
In 2025, 12,345 foreign LLCs and foreign professional service LLCs filed a first Application for Authority with the New York Department of State, according to the State's Corporations and Other Entities: All Filings dataset on NY Open Data. From January 1 to October 19, 2026, 10,535 filed, against 9,765 in the same period of 2025.
Of the 13,115 foreign LLCs that filed an Application for Authority in New York from October 20, 2025 to October 19, 2026, 42.3% of the 13,109 that stated a usable formation date had been formed in their home state more than a year before the New York application, by the formation date each applicant stated, which says nothing about when the LLC began any activity in New York. For LLCs formed outside Delaware, the share was 63.5%. These figures count foreign LLCs and foreign professional service LLCs together.
The share formed more than a year before applying differs by kind of business, read from words in each LLC's name. In the same 12 months, 64.6% of foreign LLCs with construction or trade words in their names were formed more than a year before applying in New York, as were 60.0% of those with consulting words. Among names with deal-vehicle words such as "Propco," "Mezz" or "Borrower," the share was 7.0%.
The formation date is the one each applicant wrote on its application. It says nothing about when an LLC began any activity in New York.
Methods, tables and CSV downloads are on Foreign LLCs Registering in New York: Applications for Authority. For the Delaware subset, see Delaware LLCs in New York.
Doing Business in New York Without Authority: What Sections 808 and 809 Say
Section 808 of the New York LLC Law addresses a foreign LLC that does business in New York without a certificate of authority, and its first subdivision concerns lawsuits the LLC brings. The statute's words, the contrast with the corporate statute and the Attorney General's role belong together:
NY LLC Law §808(a) and the first sentence of §809, verbatim, with the corporate contrast
Section 808(a) of the New York LLC Law: "A foreign limited liability company doing business in this state without having received a certificate of authority to do business in this state may not maintain any action, suit or special proceeding in any court of this state unless and until such limited liability company shall have received a certificate of authority in this state."
Section 808 imposes no fine. Its corporate counterpart, Business Corporation Law §1312(a), bars a foreign corporation's lawsuit "unless and until such corporation has been authorized to do business in this state and it has paid to the state all fees and taxes imposed under the tax law or any related statute, as defined in section eighteen hundred of such law, as well as penalties and interest charges related thereto, accrued against the corporation." Section 808(a) of the LLC Law contains no such payment clause.
Section 809 of the New York LLC Law, first sentence: "The attorney general shall, upon his or her own motion or upon the motion of proper parties, bring an action to restrain a foreign limited liability company without a certificate of authority from doing any business in this state in violation of this chapter or from doing any business in this state that is prohibited under the laws of this state."
The rest of Section 808, verbatim:
- Contracts and defense, §808(b): "The failure of a foreign limited liability company that is doing business in this state to comply with the provisions of this chapter does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action or special proceeding in any court of this state."
- Members and managers, §808(c): "A member, manager or agent of a foreign limited liability company is not liable for the contractual obligations or other liabilities of the foreign limited liability company solely by reason of the limited liability company's doing or having done business in this state without having received a certificate of authority."
- Service of process, §808(d): "By doing business in this state without authority, a foreign limited liability company appoints the secretary of state as its agent for service of process with respect to causes of action arising out of doing business in this state. In any such case, process against such foreign limited liability company may be served upon the secretary of state in the manner set forth in article three of this chapter."
How Sections 808 and 809 apply to a particular LLC is a question for its attorney.
Is Publication Optional for a Foreign LLC?
Section 802(b) of the New York LLC Law makes publication a duty that follows the filing, and it attaches a suspension to missing the deadline. The Department of State's Application for Authority page puts it in one sentence: "Section 802 of the Limited Liability Company Law requires that within 120 days after the filing of the application for authority, a foreign limited liability company (LLC) must publish in newspapers a copy of the application for authority or a notice containing the substance of the application for authority."
The duty, in Section 802(b) of the New York LLC Law:
"Within one hundred twenty days after the filing of the application for authority with the department of state, a copy of the same or a notice containing the substance thereof shall be published once in each week for six successive weeks, in two newspapers of the county within this state in which the office of the foreign limited liability company is located, one newspaper to be printed weekly and one newspaper to be printed daily, to be designated by the county clerk."
What follows a missed deadline, in Section 802(b) of the New York LLC Law:
"If within one hundred twenty days after the filing of its application for authority with the department of state, proof of such publication, consisting of the certificate of publication of the foreign limited liability company with the affidavits of publication of the newspapers annexed thereto has not been filed with the department of state, the authority of such foreign limited liability company to carry on, conduct or transact any business in this state shall be suspended, effective as of the expiration of such one hundred twenty day period."
What the failure, or the suspension, does not limit, in Section 802(b) of the New York LLC Law:
"The failure of a foreign limited liability company to cause such copy or notice to be published and such certificate of publication and affidavits of publication to be filed with the department of state within such one hundred twenty day period or the suspension of such foreign limited liability company's authority to carry on, conduct or transact business in this state pursuant to this paragraph shall not limit or impair the validity of any contract or act of such foreign limited liability company, or any right or remedy of any other party under or by virtue of any contract, act or omission of such foreign limited liability company, or the right of any other party to maintain any action or special proceeding on any such contract, act or omission, or right of such foreign limited liability company to defend any action or special proceeding in this state, or result in any member, manager or agent of such foreign limited liability company becoming liable for the contractual obligations or other liabilities of the foreign limited liability company."
On a later filing, Section 802(b) states that when proof of publication "in substantial compliance with the provisions (other than the one hundred twenty day period) of this paragraph" is filed with the Department of State, the suspension "shall be annulled." How that annulment applies to the period the suspension was in effect is not settled by the statute or by New York courts. How these provisions apply to a particular LLC is a question for its attorney.
For the full publication process, the notice's contents and the newspapers, see Do Foreign LLCs Need to Publish in New York?. A foreign professional service LLC publishes under Section 1306 instead; see the foreign PLLC guide.
How to Register an Out-of-State LLC in New York, Step by Step
The New York Department of State's Application for Authority page and form DOS-1361-f-a describe the filing; Section 802 of the LLC Law sets what follows it. These are the State's steps, in order. A foreign professional service LLC applies under Section 1306 instead, on form DOS-1369-f-a; see the foreign PLLC guide.
Step 1: A Certificate of Existence From the Home State
The Department of State's Application for Authority page: "Attached to the Application for Authority must be a Certificate of Existence from the official who files and maintains limited liability company records in the jurisdiction of the limited liability company. (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."
Form DOS-1361-f-a adds, in its note 3, that the LLC's name and formation date on the application "must exactly match" the name and, if applicable, the date of formation stated on that certificate. If the certificate is in a foreign language, Section 802(a) requires "a translation in English thereof under oath of the translator." The home state sets its own fee for the certificate.
Step 2: The Application for Authority, Form DOS-1361-f-a
Form DOS-1361-f-a has seven numbered items: the LLC's name (FIRST), its home jurisdiction and date of organization (SECOND), the New York county of its office (THIRD), the Secretary of State as agent for process and the address for process (FOURTH), its office address in the home jurisdiction or its principal office (FIFTH), a statement that it exists at home (SIXTH), and the home-state officer where its articles are filed (SEVENTH). The signer checks one capacity: Member, Manager or Authorized Person.
- The name. If an LLC's true name "is not acceptable for authorization pursuant to section two hundred four," Section 802(a)(1) has it state a fictitious name for use in New York. In the 12 months to October 19, 2026, 8.6% of foreign LLC applications used a fictitious name, and 5.5% arrived with a true name matching the active name of another New York entity (NY Open Data, LLC Publishers' analysis).
- The registered agent. Section 802(a)(5) asks for one only "if it is to have a registered agent." Form DOS-1361-f-a has no registered-agent item; its note 1 says it "does not contain all optional provisions under the law."
- What the newspaper prints. Most of what a filer writes on the application reappears in the newspaper notice that follows. The item-by-item guide is What Is a NY Application for Authority?.
Step 3: Filing With the Department of State and the $250 Fee
The Department of State's Application for Authority page: "The completed application, together with the filing fee of $250, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231." The same page: "All fees must be paid by cash, check, money order, MasterCard, Visa or American Express."
The Department of State does not publish a standard processing time for an Application for Authority. Expedited handling is available for an additional fee: $25 for 24-hour, $75 for same-day and $150 for 2-hour processing, per the Department's Application for Authority page.
Step 4: The Filing Receipt and Authority to Do Business
Section 805(a) of the New York LLC Law: "Upon filing with the department of state of the application for authority, the department of state shall issue a filing receipt entitled 'Certificate of authority of... (name of foreign limited liability company) under section eight hundred five of the Limited Liability Company Law,' and the foreign limited liability company shall be authorized to do business in this state."
The filing receipt is not the application itself, and the publication notice is worded from the application. What Is a NY Application for Authority? shows how to tell the two apart and how to get a copy.
Step 5: Publication Within 120 Days After the Filing
Within 120 days after the filing, Section 802(b) requires the notice to run once a week for six consecutive weeks in two newspapers, one daily and one weekly, designated by the clerk of the county named on the application. Under Section 802(b), a copy or notice published in a newspaper other than the designated ones "shall not be deemed to be one of the publications required by this subdivision." Each newspaper then provides an affidavit of publication, a sworn statement that the notice ran. The county clerk's role explains the designation.
Step 6: The Certificate of Publication
Proof of publication, in Section 802(b)'s words, consists of "the certificate of publication of the foreign limited liability company with the affidavits of publication of such newspapers annexed thereto," filed with the Department of State. For a foreign LLC, the form is the Certificate of Publication DOS-1707-f, with the $50 state filing fee (Department of State: Certificate of Publication, foreign LLC). How to file your Certificate of Publication walks through it.
Application for Authority filed? LLC Publishers handles the publication.
One fixed, one-time total by county, from a base price of $395–$1,795. Certificate of Publication delivered, or our service fee back.
Get StartedHow Much Does It Cost to Register an Out-of-State LLC in New York?
Registering costs the State's $250 Application for Authority fee, the home state's charge for its certificate, and the §802 publication, whose price depends on the county named on the application.
| Cost | Amount | Set by |
|---|---|---|
| Application for Authority filing fee | $250 | NY LLC Law §1101(k); Department of State |
| Certificate of existence (good standing) from the home state | The home state's fee | The home state |
| Expedited handling (optional) | $25 (24-hour), $75 (same day), $150 (2-hour) | Department of State |
| Publication with LLC Publishers: both newspapers for six weeks, the notarized affidavits, and the Certificate of Publication with the $50 state filing fee | Base price $395–$1,795 by county | LLC Publishers |
LLC Publishers' price is one fixed, one-time total determined by the county listed on the LLC's Application for Authority. County base prices are $395–$1,795, all-inclusive: both newspapers for six weeks, the notarized affidavits and the Certificate of Publication filing with the $50 state filing fee. A foreign LLC's price includes $500 more for the additional requirements of NY LLC Law §802: a longer notice and more to verify before publishing. A customer is never quoted a statewide range.
The notice is longer because of what Section 802(b) puts in it. A foreign LLC's notice carries three items a domestic LLC's notice under Section 206 does not: the LLC's home jurisdiction and date of organization, the address of its office in the home jurisdiction (or its principal office), and the home-state officer where its articles of organization are filed.
Newspaper rates vary by county. Each county's price, and what the foreign add-on pays for, are on The County on Your NY Application for Authority, and Cost. All county prices are also on our pricing page.
How Long Does New York Registration Take?
Authority begins when the application is filed, and the publication deadline runs 120 days from that same filing. Section 805(a) says the LLC "shall be authorized to do business in this state" upon filing. Section 802(b) counts the 120 days "after the filing of the application for authority with the department of state," not from approval.
| Milestone | What sets it |
|---|---|
| Authority to do business | Section 805(a): "Upon filing with the department of state of the application for authority" |
| Department of State processing | No standard time published; optional expedited tiers of 24 hours, same day and 2 hours |
| Deadline to file proof of publication | 120 days after the filing of the Application for Authority (Section 802(b)) |
| Newspaper run | "once in each week for six successive weeks" (Section 802(b)) |
| LLC Publishers, start to Certificate of Publication | About 8–10 weeks |
Section 805(a) ties authority to the filing, and the State's records match: 13,031 of the 13,115 Applications for Authority filed in the 12 months to October 19, 2026 (99.4%) carry an effective date equal to the filing date (NY Open Data, LLC Publishers' analysis).
LLC Publishers' publications take about 8–10 weeks: six weeks of publication fixed by statute, about 1–2 weeks for the affidavits and about 1–2 weeks for the Department of State to process the Certificate of Publication. The newspapers and the State set their own pace, so these are estimates. Across the publications LLC Publishers has carried to completion, the median is 57 days from payment to completion.
Who Files the Application for Authority?
The LLC files the Application for Authority with the New York Department of State, either itself or through someone it authorizes. The filing is form DOS-1361-f-a with the State's $250 Application for Authority fee and a home-state certificate of existence "dated within one year." The form's signer checks one capacity (Member, Manager or Authorized Person), and its last page has a block for the filer's name and mailing address.
28.9% of recent foreign LLC Applications for Authority name an individual as the filer. In the Department of State's daily filing data, 28.9% of the 1,496 foreign LLC applications with approval dates from September 21 to October 20, 2026 named an individual as the filer (LLC Publishers' classification of the filer names). For LLCs formed outside Delaware, the share was 52.9%. The filer is whoever the filing names; an individual can be an owner, an employee or a firm's staff member. These figures count foreign LLCs and foreign professional service LLCs together.
A New York registered agent is optional under the statute: Section 802(a)(5) applies "if it is to have a registered agent." The Secretary of State is the agent for process on every application (item FOURTH).
Once the Application for Authority is filed, LLC Publishers publishes the §802 notice in the two newspapers designated for the county on the application and files the Certificate of Publication (DOS-1707-f) with the Department of State.
Which New York County Goes on the Application for Authority?
The county on the application is the county of the LLC's New York office, which under Section 102(s) "need not be a place where business activities are conducted by such limited liability company." Form DOS-1361-f-a, item THIRD, asks for that county:
Item THIRD, DOS-1361-f-a (Rev. 12/22), verbatim
THIRD: The county within New York State in which the office of the foreign limited liability company is to be located or if the foreign limited liability company shall maintain more than one office in this state, the county within New York State in which the principal office of the foreign limited liability company is to be located is:
(Complete with the name of a New York State county. Please note that the limited liability company is not required to have an actual physical office in New York State.)
Section 102(s) of the New York LLC Law gives the meaning of that office: "'Office of the limited liability company' means the office of the limited liability company, the location of which is stated in the articles of organization of a domestic limited liability company, or in the application for authority of a foreign limited liability company." Its next sentence:
Such office need not be a place where business activities are conducted by such limited liability company.
The county named on the application sets the rest of the publication. The clerk of the named county designates the two newspapers (Section 802(b)), and in New York City the designation "shall be as though the copy or notice were a notice or advertisement of judicial proceedings." In Manhattan, Brooklyn, Queens and the Bronx, the county clerk assigns the newspapers for each LLC; Staten Island publishes a designated list. Newspaper rates vary by county.
The county is a separate field from the address for process (item FOURTH) and from any registered agent (Section 802(a)(5)). The LLC designates the county; LLC Publishers does not recommend one. The 62-county price table and where new filers designate are on The County on Your NY Application for Authority.
After filing, a foreign LLC changes its New York county with a Certificate of Change under Section 804-A (form DOS-1362-f). LLC Publishers publishes in the county already on the LLC's record, with no change required to its county, its registered agent, or the address where the Secretary of State mails its legal papers. When the owner designates a different New York county for the LLC's office, LLC Publishers files the Certificate of Change first, then publishes in that county; the county change guide covers both forms. A county already on file can be checked with the free NY LLC Lookup.
How LLC Publishers Maintains This Data
- Statutes: quoted from the New York LLC Law and Business Corporation Law as published by the New York State Senate (legislation.nysenate.gov), LLC Law Sections 102, 802, 803, 805, 808, 809 and 1101(k) and BCL §1312.
- Department of State text: the Application for Authority page, the Certificate of Publication page for foreign LLCs, Legal Memorandum C001 (dated January 2016) and form DOS-1361-f-a (Rev. 12/22), read October 22-23, 2026.
- Tax Department text: the pages "Register as a sales tax vendor" and "Partnership, LLC, and LLP annual filing fee" on tax.ny.gov, read October 23, 2026.
- State data: NY Open Data datasets "Corporations and Other Entities: All Filings" (filings through October 19, 2026) and "Daily Corporation and Other Entity Filing Data" (approval dates September 21 to October 20, 2026), extracted October 22, 2026 and analyzed by LLC Publishers. Figures count foreign LLCs and foreign professional service LLCs together. Methods: /research/foreign-llcs-in-new-york.
- Prices and LLC Publishers' record: rendered live from LLC Publishers' pricing and order data.
Sources last checked: October 23, 2026.
How LLC Publishers Helps Foreign LLCs
LLC Publishers publishes the §802 notice for foreign LLCs in all 62 New York counties, from the filed Application for Authority to the filed Certificate of Publication. LLC Publishers words each foreign LLC's notice from its filed Application for Authority, because Section 802(b) requires home-state office and filing-officer lines that the filing receipt does not show. LLC Publishers asks the owner for a copy (a photo, scan or PDF) and, when the owner cannot find one, requests it from the New York Department of State.
Before each publication, LLC Publishers checks the county on the LLC's New York Department of State record, then that county clerk's newspaper designations: on the clerk's website where the clerk lists them, and otherwise in LLC Publishers' records of its calls to the clerk's office. In Manhattan, Brooklyn, Queens and the Bronx, the county clerk assigns the newspapers for each LLC. LLC Publishers then places the notice in both newspapers for the six weeks, collects the notarized affidavits, and files the Certificate of Publication through eCorp, the State's online filing system, as a service company: a business that files documents with the Department of State for others. The $50 state filing fee is included.
In LLC Publishers' experience in 2026, almost all newspapers that take legal notices through an online self-service system accept only domestic LLC notices there, so about 9 in 10 foreign-LLC notices are placed by hand with a person at the newspaper. From February to October 2026, at least 7 of the 44 newspaper affidavits for LLC Publishers' foreign-LLC orders first came back citing Section 206, the domestic LLC section, and were reissued under Section 802.
LLC Publishers' price is one fixed, one-time total by county, from a base price of $395–$1,795, with no recurring charges. New York State continues to accept publication filings after the 120-day window. LLC Publishers handles publication for foreign LLCs past the 120-day window as part of its standard service. LLC Publishers also files county changes as a $100 add-on to the publication order, the state fee included. Each order carries LLC Publishers' guarantee: Certificate of Publication delivered, or our service fee back.
LLC Publishers has handled 1,439 New York LLC publications. The New York Department of State has rejected 0 of LLC Publishers' Certificates of Publication. Completed orders took a median of 57 days from payment to completion. Every completed publication is listed on our publications page.
Foreign LLC registered in New York? LLC Publishers handles the publication.
One fixed, one-time total by county, from a base price of $395–$1,795. Certificate of Publication delivered, or our service fee back.
Get StartedFAQ: LLC Formed in Another State and New York Registration
Who files the Application for Authority?
The LLC files the Application for Authority (form DOS-1361-f-a) with the New York Department of State, either itself or through someone it authorizes, with the State's $250 Application for Authority fee and a home-state certificate of existence that the Department says "must be dated within one year." In the Department of State's daily filing data, 28.9% of the 1,496 foreign LLC applications with approval dates from September 21 to October 20, 2026 named an individual as the filer (52.9% for LLCs formed outside Delaware; LLC Publishers' classification of the filer names). Once the application is filed, LLC Publishers publishes the §802 notice in the county's two designated newspapers and files the Certificate of Publication (DOS-1707-f) with the Department of State.
How much does it cost to register an out-of-state LLC in New York?
Registering an out-of-state LLC in New York costs the State's $250 Application for Authority fee (NY LLC Law §1101(k)), the home state's charge for its certificate of existence, and the Section 802 publication, whose price depends on the county named on the application. LLC Publishers' price for the publication is one fixed, one-time total determined by the county listed on the LLC's Application for Authority: a base price of $395–$1,795 by county. LLC Publishers' price covers both newspapers for six weeks, the notarized affidavits and the Certificate of Publication with the $50 state filing fee. A customer is never quoted a statewide range.
How long does it take to register an out-of-state LLC in New York and complete publication?
Section 805(a) of the New York LLC Law says that, once the Application for Authority is filed, the foreign LLC "shall be authorized to do business in this state," and the Department of State publishes no standard processing time for the application. Section 802(b) then counts 120 days after the filing to publish once a week for six consecutive weeks in two newspapers and file proof. LLC Publishers' publications take about 8–10 weeks from start to Certificate of Publication. The newspapers and the State set their own pace, so these are estimates.
Does a holding company formed in another state need to register in New York?
New York's LLC Law does not answer that directly. Section 803(a) lists four activities that are not doing business, and owning an interest in another company is not one of them; the list opens "Without excluding other activities that may not constitute doing business in this state." The Department of State's Legal Memorandum C001 (January 2016) describes one of the general factors from court decisions: "If the activity is vital and essential to the organization's business, it will have to qualify. If the activity is merely incidental to that business, it will not." Legal Memorandum C001 adds: "Each case must be decided on its own facts." Whether its activities in New York are doing business is the holding company's question to answer, often with an attorney. If the holding company files an Application for Authority, Section 802(b) publication follows within 120 days after the filing.
Does one remote employee in New York mean an out-of-state LLC has to register?
Section 803's four items do not mention employees, and the New York Department of State "does not give opinions on what activities constitute doing business in New York State for qualification purposes." The Department of State's Legal Memorandum C001 (January 2016) separates authority from tax and from lawsuits, and says "it takes a higher level of contact to invoke the qualification requirement." Legal Memorandum C001 also says: "For the qualification requirement to apply, the local or intrastate contacts with New York must be permanent, continuous, and regular." On how the activity relates to the business, Legal Memorandum C001 says: "If the activity is vital and essential to the organization's business, it will have to qualify. If the activity is merely incidental to that business, it will not." Legal Memorandum C001 adds: "Each case must be decided on its own facts." Tax questions are separate from the Application for Authority. Whether its activities in New York are doing business is the LLC's question to answer, often with an attorney.
Does owning rental property in New York require an out-of-state LLC to register?
Section 803's four items do not mention owning or leasing real property, and the New York Department of State does not give opinions on what counts as doing business. The Department of State's Legal Memorandum C001 (January 2016) says "the local or intrastate contacts with New York must be permanent, continuous, and regular," and "Each case must be decided on its own facts." Whether its activities in New York are doing business is the LLC's question to answer, often with an attorney. If the LLC files an Application for Authority, Section 802(b) publication follows within 120 days after the filing.
Does a New Jersey or Connecticut LLC that serves clients in New York City need to register?
Section 802(a) states the same rule for every foreign LLC, whatever its home state: "Before doing business in this state, a foreign limited liability company shall apply for authority to do business in this state." The New York Department of State does not give opinions on what counts as doing business; its Legal Memorandum C001 (January 2016) says: "For the qualification requirement to apply, the local or intrastate contacts with New York must be permanent, continuous, and regular." Legal Memorandum C001 also says: "If the activity is vital and essential to the organization's business, it will have to qualify. If the activity is merely incidental to that business, it will not." Whether its activities in New York are doing business is the LLC's question to answer, often with an attorney. A foreign professional service LLC applies under Section 1306 instead. In the 12 months to October 19, 2026, 881 New Jersey LLCs and 264 Connecticut LLCs filed a New York Application for Authority (NY Open Data).
Does a Wyoming or Delaware LLC owned by a New York resident need to register in New York?
Sections 802 and 803 of the New York LLC Law speak of the LLC's activities in New York; neither mentions where its members live. The New York Department of State does not give opinions on what counts as doing business, and its Legal Memorandum C001 (January 2016) says "Each case must be decided on its own facts." Whether its activities in New York are doing business is the LLC's question to answer, often with an attorney. In the 12 months to October 19, 2026, 572 Wyoming LLCs and 7,545 Delaware LLCs filed a New York Application for Authority (NY Open Data).
Does an online seller that ships to New York need to register its LLC?
The New York LLC Law does not address online sales directly, and the Department of State does not give opinions on what counts as doing business. The Department of State's Legal Memorandum C001 (January 2016), which notes that "much of this discussion will refer to corporations," says: "However, no state may exclude or condition admission of a foreign corporation that engages solely in interstate or foreign commerce." Legal Memorandum C001 does not say which sales are solely interstate commerce for a given seller, and it also says: "Each case must be decided on its own facts." Whether its activities in New York are doing business is the LLC's question to answer, often with an attorney. Sales tax registration is a separate question under the New York State Department of Taxation and Finance's own rules.
Does a foreign LLC need a New York registered agent?
A registered agent is optional under the statute: Section 802(a)(5) of the New York LLC Law asks for a registered agent's name and address only "if it is to have a registered agent." Every Application for Authority designates the Secretary of State as the LLC's agent for process (Section 802(a)(4), item FOURTH on form DOS-1361-f-a), with a post office address, inside or outside New York, where the Secretary of State mails a copy of any process. Form DOS-1361-f-a has no registered-agent item.
Do the 120 days start when the Application for Authority is filed or when it is approved?
The 120 days start at the filing. Section 802(b) of the New York LLC Law says "Within one hundred twenty days after the filing of the application for authority with the department of state," and the Department of State's Application for Authority page says "within 120 days after the filing of the application for authority." In the State's records, 99.4% of the Applications for Authority filed in the 12 months to October 19, 2026 carry an effective date equal to the filing date (NY Open Data).
Is the Certificate of Authority from the Department of State a sales tax certificate?
No. The Department of State's filing receipt for an Application for Authority is, under Section 805(a) of the New York LLC Law, entitled "Certificate of authority of... (name of foreign limited liability company) under section eight hundred five of the Limited Liability Company Law". The sales tax Certificate of Authority is a separate document from the New York State Department of Taxation and Finance, whose registration page refers to "the application for a sales tax Certificate of Authority." Neither one stands in for the other.
Disclaimer
The information in this article is for general informational purposes only and does not constitute legal advice. Laws and procedures may change. For specific legal questions about an LLC, including whether its activities in New York are doing business, consult a qualified attorney. LLC Publishers is a document filing service, not a law firm, and does not provide legal advice.
Key Takeaways
- The rule: Section 802(a) of the New York LLC Law requires a foreign LLC to apply for authority "Before doing business in this state."
- No list of what counts: Section 803 lists only four activities that are not doing business, and the New York Department of State "does not give opinions on what activities constitute doing business in New York State for qualification purposes."
- The Department of State's memorandum: Legal Memorandum C001 (January 2016) says "the local or intrastate contacts with New York must be permanent, continuous, and regular" and "Each case must be decided on its own facts."
- Without authority: under Section 808(a), the LLC "may not maintain any action, suit or special proceeding in any court of this state unless and until" it receives a certificate of authority; under Section 808(b), the failure "does not impair the validity of any contract or act" of the LLC or "prevent" it "from defending any action or special proceeding"; Section 809 directs the Attorney General to "bring an action to restrain" a foreign LLC without a certificate of authority from doing business in violation of the chapter.
- Publication follows filing: Section 802(b) requires six consecutive weeks of publication in two newspapers of the county on the application, with proof filed within 120 days after the filing, or the LLC's authority is suspended.
- Who registers: 12,345 first Applications for Authority by foreign LLCs and PLLCs in 2025; 42.3% of foreign LLCs that filed an Application for Authority in the 12 months to October 19, 2026 were formed at home more than a year earlier (63.5% outside Delaware), by the formation date each applicant stated, which says nothing about when New York activity began.
- Cost: the State's $250 Application for Authority fee, the home state's certificate, and publication with LLC Publishers at a base price of $395–$1,795 by county.
- County: item THIRD names the county of the LLC's New York office, which under Section 102(s) "need not be a place where business activities are conducted by such limited liability company." The LLC designates the county; LLC Publishers does not recommend one.
