APPLICATION FOR AUTHORITY
to Conduct Business in the State of New York
(Foreign Business Corporation)
[// GUIDANCE: This template is drafted to satisfy the statutory content requirements of N.Y. Bus. Corp. Law § 1304 and related provisions. Customize every bracketed field, attach all required exhibits, and confirm the corporation’s name availability with the NY Department of State before filing.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions (Statutory Statements)
- Representations & Warranties
- Covenants & Ongoing Obligations
- Withdrawal Procedures (Informational)
- General Provisions
- Execution Block
- Notary Acknowledgment
1. DOCUMENT HEADER
Application for Authority (this “Application”) is made and submitted on [EFFECTIVE DATE] (the “Effective Date”) by [CORPORATION NAME], a corporation organized and existing under the laws of [HOME STATE] (the “Corporation”), pursuant to Section 1304 of the New York Business Corporation Law (“BCL”).
Recitals
A. The Corporation was duly incorporated on [ORIGINAL INCORPORATION DATE] under the laws of [HOME STATE] and is in good standing in said jurisdiction.
B. The Corporation desires to transact business in the State of New York (“New York”) and, to that end, hereby applies for authority to do so in accordance with the BCL.
2. DEFINITIONS
For purposes of this Application, the following capitalized terms have the meanings set forth below:
“BCL” – The New York Business Corporation Law, as amended from time to time.
“Department of State” – The Department of State of the State of New York.
“Foreign Corporation” – A corporation incorporated under any jurisdiction other than New York.
“Registered Agent” – The person or entity, if any, appointed by the Corporation in New York to receive service of process.
“Secretary of State” – The Secretary of State of the State of New York.
3. OPERATIVE PROVISIONS
Pursuant to N.Y. Bus. Corp. Law § 1304, the Corporation hereby states:
3.1 Legal Name. The exact corporate name is [CORPORATION NAME] (the “Exact Name”).
3.2 Alternate Name (if required). If the Exact Name is not available for use in New York, the Corporation shall do business under the name [FICTITIOUS NAME] (the “Assumed Name”) upon filing a Certificate of Assumed Name.
[// GUIDANCE: Leave Section 3.2 blank or mark “Not Applicable” if the Exact Name is available.]
3.3 Jurisdiction & Date of Incorporation. The Corporation was incorporated under the laws of [HOME STATE] on [ORIGINAL INCORPORATION DATE].
3.4 Purpose. The Corporation’s purpose in New York is [DESCRIBE BUSINESS PURPOSE], and any lawful business for which corporations may be authorized to do business in New York.
3.5 Authorized Shares. The aggregate number of shares the Corporation is authorized to issue is [AUTHORIZED SHARES], [PAR VALUE] par value, of which [ISSUED SHARES] shares have been issued.
[// GUIDANCE: If multiple classes/series, attach Schedule A with full capitalization table.]
3.6 Duration. The Corporation’s duration is [PERPETUAL / SPECIFY TERM].
3.7 New York Office. The address of the office within New York to be maintained for service of process is located in the County of [NEW YORK COUNTY], State of New York, at [STREET ADDRESS, CITY, STATE ZIP].
3.8 Service of Process.
(a) The Corporation designates the Secretary of State as its agent for service of process. The address to which the Secretary of State shall mail a copy of any process accepted on its behalf is [MAILING ADDRESS].
(b) Optional Registered Agent. The Corporation [DOES / DOES NOT] hereby appoint [REGISTERED AGENT NAME], with an office at [REGISTERED AGENT ADDRESS], as its Registered Agent in New York.
3.9 Good Standing. A Certificate of Existence (or equivalent) issued by the [HOME STATE] Secretary of State dated within ninety (90) days prior to the Effective Date is attached hereto as Exhibit A.
3.10 Consent. Where required, written consent to use the Exact Name or Assumed Name is attached hereto as Exhibit B.
4. REPRESENTATIONS & WARRANTIES
The Corporation, by and through the undersigned duly authorized officer, represents and warrants that:
4.1 It is, as of the date hereof, a corporation duly formed, validly existing, and in good standing under the laws of its jurisdiction of incorporation.
4.2 All statements contained in this Application and in the attached exhibits are true, correct, and complete as of the Effective Date, and no material information has been omitted that would make any statement herein misleading.
4.3 The execution, delivery, and filing of this Application have been duly authorized by all necessary corporate action.
4.4 No dissolution, merger, conversion, or other corporate proceeding is pending or contemplated that would affect the Corporation’s existence or authority to conduct business.
[// GUIDANCE: Add additional representations if required by lenders, investors, or other contractual counterparties.]
5. COVENANTS & ONGOING OBLIGATIONS
The Corporation covenants that, upon qualification in New York, it shall:
5.1 Biennial Statement. File a biennial statement with the Department of State in compliance with BCL § 408.
5.2 Franchise Taxes & Fees. Timely pay all franchise taxes, filing fees, and any other amounts due to New York.
5.3 Registered Office & Agent. Maintain continuously (i) the New York office identified in Section 3.7 and (ii) the Secretary of State (and, if applicable, its Registered Agent) as agents for service of process, and promptly update such information by amendment if it changes.
5.4 Corporate Amendments. File an amended application within thirty (30) days of any change in (a) corporate name, (b) jurisdiction of incorporation, (c) authorized shares, or (d) any other matter stated herein, as required by BCL § 1309.
5.5 Compliance with Law. Comply with all applicable provisions of the BCL, the New York Tax Law, and any other New York statutes governing the conduct of its business.
6. WITHDRAWAL PROCEDURES (INFORMATIONAL)
[// GUIDANCE: For future corporate planning, note the statutory requirements for surrendering authority.]
If the Corporation elects to cease doing business in New York, it must file a Certificate of Surrender of Authority in accordance with BCL § 1310, together with:
a. A verified application for surrender of authority;
b. Consent from the New York State Department of Taxation and Finance; and
c. Payment of all outstanding fees and taxes.
7. GENERAL PROVISIONS
7.1 Governing Law. This Application and all related rights and obligations shall be governed by and construed in accordance with the laws of the State of New York.
7.2 Severability. Should any provision of this Application be held invalid under applicable law, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect.
7.3 Counterparts & Electronic Signatures. This Application may be executed in counterparts, each of which shall be deemed an original. Signatures delivered electronically or by facsimile shall be deemed original signatures for all purposes.
8. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Corporation, has executed this Application on the Effective Date first written above.
[CORPORATION NAME]
By: _____
Name: [OFFICER NAME]
Title: [OFFICER TITLE]
9. NOTARY ACKNOWLEDGMENT
[// GUIDANCE: New York does not mandate notarization for the Application for Authority, but many practitioners include it for evidentiary purposes. Remove if not desired.]
State of __
County of __
On the ___ day of ____, 20__, before me, the undersigned notary public, personally appeared [OFFICER NAME], personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
Notary Public
My Commission Expires: _______
EXHIBIT A
Certificate of Existence/Good Standing – [HOME STATE]
EXHIBIT B
Consent to Use Name (if applicable)
[// GUIDANCE: Filing Mechanics]
1. Filing Method – Mail or deliver the executed original (and one copy) to:
New York State Department of State
Division of Corporations, State Records and Uniform Commercial Code
One Commerce Plaza, 99 Washington Avenue
Albany, NY 12231-0001
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Filing Fee – As of this writing, the filing fee under BCL § 1304 is $225. Confirm the current fee before submission.
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Processing Time – Standard processing is typically 3–5 business days. Expedited options (24-hour, same-day, or two-hour) are available for additional fees.
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Post-Filing Steps – Once the Application is filed, order a certified copy for the Corporation’s records and provide copies to stakeholders (e.g., lenders, insurers, counterparties) that require evidence of New York authority.
[// GUIDANCE: End of Template. Ensure all bracketed placeholders are completed, all exhibits attached, and all statutory citations verified prior to filing.]