Foreign corporations authorized to do business in New York State
The Business Corporation Law provides that a foreign corporation may not do business in New York until it is authorized to do so by the NYS Department of State.
A foreign corporation that is authorized in New York State may do any kind of business a domestic corporation may lawfully do, provided the foreign corporation is authorized to do the business in the state or country where it is incorporated. Once a foreign corporation is authorized by NYS Department of State, its name is protected, and the corporation may use New York State courts.
A foreign corporation that is subject to tax in New York State must file and pay all state and local taxes even if it is not authorized by NYS Department of State.
Applying for Authority
Foreign corporations that have never done business in New York State must apply with NYS Department of State and submit:
- an Application for Authority, and
- a $225 filing fee.
Foreign corporations currently or previously doing business in New York State must obtain the tax commissioner's consent that all tax returns due are filed and all taxes due are paid. To obtain consent, call the New York State Tax Department Call Center at 518-485-2639.
To apply with NYS Department of State, you must submit:
- an Application for Authority,
- the tax Commissioner’s consent, and
- a $225 filing fee.
For more information, visit NYS Department of State.
Surrendering Authority
A foreign corporation that is no longer going to conduct business in New York State may surrender its authority to do so. For more information, see Instructions to obtain consent for Surrender of Authority by a foreign business corporation.
A foreign corporation that surrenders its authority does not end its obligation to pay taxes if it is subject to tax or becomes subject to tax in New York State.
Annulment of Authority
If required to file, a foreign corporation's authority to do business in New York State may be annulled by the New York State Secretary of State if the corporation:
- fails to file franchise tax returns for two or more consecutive years, and
- doesn't voluntarily surrender its authority.
For instructions on how to be reinstated following an annulment, see instructions for reinstatement.
Annulment of authority does not forgive back taxes owed by a foreign corporation, nor does it end a foreign corporation's obligation to pay future taxes if it continues to be subject to tax in New York State.
