2023 New York Laws › LLC - Limited Liability Company Law › Article 8 - Foreign Limited Liability Companies › 802 - Application for Authority.

§  802.  Application  for authority. (a) Before doing business in this
state, a foreign limited liability company shall apply for authority  to
do business in this state by submitting to the department of state (i) a
certificate  of  existence  or,  if no such certificate is issued by the
jurisdiction  of  formation,  a  certified  copy  of  the  articles   of
organization  of  the  limited  liability  company  and  all  subsequent
amendments thereto or, if no articles of organization have been filed, a
certified copy of the certificate filed as its organizational basis  and
all  amendments  thereto  (if such certificate or certified copy is in a
foreign language, a translation in English thereof  under  oath  of  the
translator  shall  be  attached  thereto)  and  (ii)  an application for
authority as a foreign limited liability company  entitled  "Application
for  authority  of...  (name of foreign limited liability company) under
section eight hundred two of the Limited Liability Company Law,"  signed
and setting forth:
(1)  the  name  of  the  foreign  limited  liability company and, if a
foreign liability company's name is  not  acceptable  for  authorization
pursuant  to  section  two  hundred four of this chapter, the fictitious
name under which it proposes to apply for authority and do  business  in
this  state,  which name shall be in compliance with section two hundred
four of this chapter and shall be used by the foreign limited  liability
company  in  all  its  dealings  with the department of state and in the
conduct of its business in this state. The  provisions  of  section  one
hundred  thirty  of  the  general  business  law  shall not apply to any
fictitious name filed by a foreign limited liability company pursuant to
this section, and a filing under  section  one  hundred  thirty  of  the
general  business  law shall not constitute the adoption of a fictitious
name;
(2) the jurisdiction and date of its organization;
(3) the county within this 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 the state in which the principal  office  of  the  foreign
limited liability company is to be located;
(4)  a  designation  of  the secretary of state as its agent upon whom
process against it may be served and the post office address  within  or
without  this state to which the secretary of state shall mail a copy of
any process against it served upon him or  her.  The  limited  liability
company  may  include  an  email address to which the secretary of state
shall email a notice of the  fact  that  process  against  it  has  been
electronically served upon him or her;
(5)  if  it is to have a registered agent, his or her name and address
within the state and a statement that the registered agent is to be  its
agent upon whom process may be served;
(6)  the  address  of  the  office  required  to  be maintained in the
jurisdiction of its formation by the laws of that  jurisdiction  or,  if
not  so  required,  of  the  principal  office  of  the  foreign limited
liability company;
* (7) a statement that the foreign limited  liability  company  is  in
existence in the jurisdiction of its formation at the time of the filing
of such application; and
* NB Effective until January 1, 2026
* (7)  a  statement  that  the foreign limited liability company is in
existence in the jurisdiction of its formation at the time of the filing
of such application; and
* NB Effective January 1, 2026
* (8)  the  name  and  address  of  the  authorized  officer  in   the
jurisdiction   of  its  formation  where  a  copy  of  its  articles  of

organization is filed or,  if  no  public  filing  of  its  articles  of
organization  is required by the law of the jurisdiction of formation, a
statement that the foreign limited liability company shall  provide,  on
request,  a  copy thereof with all amendments thereto (if such documents
are in a foreign language, a translation in English thereof  under  oath
of  the  translator  shall  be  attached thereto), and the name and post
office address of the person responsible for providing such copies.
* NB Effective until January 1, 2026
* (8)  the  name  and  address  of  the  authorized  officer  in   the
jurisdiction   of  its  formation  where  a  copy  of  its  articles  of
organization is filed or,  if  no  public  filing  of  its  articles  of
organization  is required by the law of the jurisdiction of formation, a
statement that the foreign limited liability company shall  provide,  on
request,  a  copy thereof with all amendments thereto (if such documents
are in a foreign language, a translation in English thereof  under  oath
of  the  translator  shall  be  attached thereto), and the name and post
office address of the person responsible for providing such copies.
* NB Effective January 1, 2026
(b) (i) 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.
When such county is located within a  city  with  a  population  of  one
million  or more, such designation shall be as though the copy or notice
were a notice or advertisement of judicial  proceedings.  Proof  of  the
publication required by this paragraph, consisting of the certificate of
publication of the foreign limited liability company with the affidavits
of  publication  of  such newspapers annexed thereto, must be filed with
the department of state. Notwithstanding any other provision of law,  if
the  office  of  the  foreign  limited liability company is located in a
county wherein a weekly or daily newspaper of the county, or  both,  has
not  been so designated by the county clerk, then the publication herein
required shall be made in a weekly or daily newspaper of any county,  or
both,  as the case may be, which is contiguous to, such county, provided
that any such  newspaper  meets  all  the  other  requirements  of  this
paragraph.  A  copy  or  notice  published in a newspaper other than the
newspaper or newspapers designated by the  county  clerk  shall  not  be
deemed  to  be one of the publications required by this subdivision. The
notice shall include: (l) the name  of  the  foreign  limited  liability
company;  (2)  the  date of filing of the application for authority with
the  department  of  state;  (3)  the  jurisdiction  and  date  of   its
organization;  (4)  the county within this state, in which the office of
the foreign limited liability  company  is  located;  (4-a)  the  street
address of the principal business location, if any; (5) a statement that
the  secretary  of  state  has  been  designated as agent of the foreign
limited liability company upon whom process against it may be served and
the post office address within  or  without  this  state  to  which  the
secretary  of  state  shall mail a copy of any process against it served
upon him or her; (6) if the foreign limited liability company is to have
a registered agent, his or her name and address within this state and  a
statement  that  the  registered agent is to be the agent of the foreign
limited liability company upon whom process against it  may  be  served;
(7)  the  address  of  the  office  required  to  be  maintained  in the
jurisdiction of its organization by the laws of that jurisdiction or, if
not so  required,  of  the  principal  office  of  the  foreign  limited

liability company; (8) the name and address of the authorized officer in
its  jurisdiction  of  organization  where  a copy of its certificate of
organization is filed or, if no public  filing  of  its  certificate  of
organization is required by the law of its jurisdiction of organization,
a statement that the foreign limited liability company shall provide, on
request,  a  copy thereof with all amendments thereto (if such documents
are in a foreign language, a  translation  thereof  under  oath  of  the
translator  shall  be  attached  thereto),  and the name and post office
address of the person responsible for providing such copies; and (9) the
character or purpose of the business of such foreign  limited  liability
company.  Where,  at  any  time after completion of the first of the six
weekly  publications  required  by  this  paragraph  and  prior  to  the
completion  of  the  sixth such weekly publication, there is a change in
any of the information contained in the copy or notice as published, the
foreign  limited  liability   company   may   complete   the   remaining
publications  of  the  original  copy or notice, and the foreign limited
liability company shall not  be  required  to  publish  any  further  or
amended  copy  or notice. Where, at any time after completion of the six
weekly publications required by this paragraph, there is a change to any
of the information contained in the copy  or  notice  as  published,  no
further  or amended publication or republication shall be required to be
made. 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.
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. If, at any time following the suspension of a foreign
limited liability company's authority to carry on, conduct  or  transact
business  in this state pursuant to this paragraph, such foreign limited
liability company  shall  cause  proof  of  publication  in  substantial
compliance  with  the  provisions (other than the one hundred twenty day
period) of this paragraph, consisting of the certificate of  publication
of  the  foreign  limited  liability  company  with  the  affidavits  of
publication of the newspapers annexed thereto,  to  be  filed  with  the
department  of  state, such suspension of such foreign limited liability
company's authority to carry on, conduct or transact business  shall  be
annulled.
(ii)(1) A foreign limited liability company which was formed and filed
its  application for authority with the department of state prior to the
effective date of this paragraph and complied with the  publication  and

filing  requirements  of  this  subdivision  as  in effect prior to such
effective date  shall  not  be  required  to  make  any  publication  or
republication or any filing under paragraph (i) of this subdivision, and
shall not be subject to suspension pursuant to this subdivision.
(2) Within twelve months after the effective date of this paragraph, a
foreign  limited  liability  company  which  was  formed  and  filed its
application for authority with the department of  state  prior  to  such
effective  date and which did not comply with the publication and filing
requirements of this subdivision as in effect prior  to  such  effective
date  shall  publish a copy of its application for authority or a notice
containing the substance thereof in the manner required (other than  the
one hundred twenty day period) by this subdivision as in effect prior to
such  effective  date  and file 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,
with the department of state.
(3) If a foreign limited liability company  that  is  subject  to  the
provisions  of  subparagraph  two  of  this  paragraph fails to file the
required proof of publication with the department of state within twelve
months after the effective date of  this  paragraph,  its  authority  to
carry  on,  conduct  or  transact  any  business  in this state shall be
suspended, effective as of the expiration of such twelve month period.
(4) The failure of a foreign limited liability company that is subject
to the provisions of subparagraph two of this paragraph to fully  comply
with  the  provisions of said subparagraph two or the suspension of such
foreign limited liability company's authority to carry  on,  conduct  or
transact  any  business  in this state pursuant to subparagraph three of
this paragraph shall not impair or limit 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.
(5)  If,  at  any  time  following the suspension of a foreign limited
liability company's authority to carry on, conduct or transact  business
in  this  state,  pursuant to subparagraph three of this paragraph, such
foreign limited liability company shall cause proof  of  publication  in
substantial  compliance  with the provisions (other than the one hundred
twenty day period) of paragraph (i) of this subdivision,  consisting  of
the  certificate of publication of the foreign limited liability company
with the affidavits of publication of the newspapers annexed thereto, to
be filed with the department of state, such suspension of  such  foreign
limited  liability  company's authority to carry on, conduct or transact
business shall be annulled.
(6) For the purposes of this paragraph, a  foreign  limited  liability
company  which  was  formed and filed its application for authority with
the department of state prior to the effective date  of  this  paragraph
shall  be  deemed  to  have  complied  with  the  publication and filing
requirements of this subdivision as in effect prior  to  such  effective
date  if  (i) the foreign limited liability company was formed and filed
its application for authority with the department of state on  or  after
January  first, nineteen hundred ninety-nine and prior to such effective
date and the foreign  limited  liability  company  filed  at  least  one
affidavit of the printer or publisher of a newspaper with the department

of  state  at any time prior to such effective date, or (ii) the foreign
limited liability company was  formed  and  filed  its  application  for
authority  with the department of state prior to January first, nineteen
hundred  ninety-nine,  without  regard  to  whether  the foreign limited
liability company did or did not file any affidavit of  the  printer  or
publisher of a newspaper with the secretary of state.
(iii)   The  information  in  a  notice  published  pursuant  to  this
subdivision shall be presumed to be in compliance with and  satisfaction
of the requirements of this subdivision.