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 New York State Department of State (DOS).
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 DOS, 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 DOS.
Applying for Authority
Foreign corporations that have never done business in New York State must give DOS:
- 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 before applying for authority. To obtain this consent, call the New York State Tax Department Call Center at (518) 485-2639. Send the consent to DOS with your application and filing fee.
Visit the DOS Web site for more information.
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, visit the Tax Department's surrendering authority Web page.
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
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, visit the Tax Department's instructions for reinstatement Web page.
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.
License and Maintenance Fees
The license and maintenance fees imposed on foreign corporations are repealed for tax years beginning on and after January 1, 2015. Foreign corporations no longer need to file Form CT-240, Foreign Corporation License Fee Return or Form CT-245, Maintenance Fee and Activities Return, for tax years beginning on and after January 1, 2015. Additionally, they do not need to recompute the license fee for changes in capital structure that occur on and after January 1, 2015.