Fill Out Your Application Authority Form

What is the Application Authority form?

The Application Authority form is used by corporations that were formed in another jurisdiction but wish to do business in New York State. This form notifies the New York State Department of State about the corporation's intention to operate within the state, and it must comply with specific regulations outlined in the Business Corporation Law.

Who needs to fill out the Application Authority form?

Any corporation established outside of New York that intends to conduct business within the state must complete this form. If your corporation is incorporated in another state or country, you will need to file for authority before operating in New York.

What information is required on the form?

The form requires several pieces of information, including the corporation's name, jurisdiction of incorporation, date of incorporation, and the intended county for its office in New York. Additionally, the form must specify the address where legal documents will be sent, and you must indicate whether the corporation has engaged in any business activities in New York since its incorporation.

Is there a fee associated with submitting the Application Authority form?

Yes, a fee of $225 must accompany the Application Authority form when it is submitted to the Department of State. This fee can be paid by check or money order made out to the Department of State.

Do I need to provide additional documents along with the Application Authority form?

Yes, you will need to submit a Certificate of Existence, Certificate of Good Standing, or a Certificate of Status from the jurisdiction where your corporation was formed. This ensures that your corporate entity is recognized as valid and in good standing.

Who is authorized to sign the Application Authority form?

The form must be signed by an officer, director, or someone who has been duly authorized by the corporation. This individual must have the authority to legally bind the corporation to the terms and conditions stipulated in the application.

What happens if I do not use this specific form?

While you are not required to use the standard Application Authority form provided by the Department of State, it is recommended to either use this form or draft your own that includes all necessary information. Legal documents should ideally be prepared with the assistance of an attorney to ensure compliance with state laws.

What if my corporation has engaged in activities in New York?

If your corporation has engaged in business activities in New York since its incorporation in another jurisdiction, you must attach the consent of the New York State Tax Commission to your Application Authority form. It is advisable to contact the NYS Department of Taxation and Finance to request this consent before filing.

How can I contact the Department of State for more information?

You can reach the Department of State for assistance or clarification regarding the Application Authority form by visiting their website or by calling their office directly. They offer guidance on completing the form and any additional questions you may have.

Filling out the Application Authority form can be straightforward, but many make common mistakes. One frequent error is not using the correct corporate name. The name must match the one on the Certificate of Existence or Good Standing exactly. If there's a mismatch, the application could be delayed or even rejected.

Another common mistake involves the failure to include the required office location. The applicant must provide a county in New York State where the corporation will be located. Many overlook this requirement, thinking that an actual office is necessary. However, only a county is needed.

Inaccuracies in the incorporation date are also prevalent. Applicants often input a date that does not align with what is stated on their certificates. This discrepancy could lead to complications, especially if the date affects eligibility under the law.

Furthermore, some individuals forget to attach important documents, such as the consent of the New York State Tax Commission. If the corporation has engaged in activities in the state, this consent is mandatory. Omitting it can result in delays in processing the application.

Lastly, people frequently neglect to sign the application. The form must be signed by an officer, director, or an individual with proper authority. A missing signature can halt the process, requiring additional time to correct the form.

When filing the Application Authority form to register a corporation in New York, several other documents may accompany it. Each of these documents plays a crucial role in ensuring that the application is processed correctly and that the corporate entity complies with state regulations.

• Certificate of Existence: This document verifies that a corporation is legally registered and in good standing in its home state. It proves that the corporation has met all necessary legal requirements to operate.
• Certificate of Good Standing: Similar to the Certificate of Existence, this document confirms the corporation's compliance with the laws and regulations of its formation jurisdiction. It is often required to demonstrate the corporation's active status.
• Consent of the NYS Tax Commission: This document is required if the corporation has conducted business in New York prior to filing the Application Authority. It ensures that the corporation has complied with state tax obligations.
• Filing Fee Payment: A payment of $225 must accompany the application. This fee is mandatory for processing the Application Authority and is made payable to the New York Department of State.
• Operating Agreement: While not always required, an operating agreement outlines the management structure and operating procedures of the corporation. It can provide clarity on decision-making processes and ownership rights.

By ensuring that all required forms and supporting documents are complete and accurate, corporations can facilitate a smoother registration process in New York. Each document serves to confirm various aspects of the corporation’s legal status and compliance with state laws.

• Certificate of Incorporation: This document establishes the existence of a corporation in the state of incorporation. Similar to the Application Authority form, it includes vital information about the corporation, such as its name, purpose, and structure. Both documents require accurate details to ensure compliance with state regulations.

• Certificate of Good Standing: A certificate confirming that a corporation is authorized to do business in its home state. Like the Application Authority form, it provides proof that the corporation has met necessary legal requirements and is up-to-date with its filings, reinforcing its legitimacy as a business entity.

• Fictitious Name Registration: This document allows a corporation to operate under a name different from its official registered name. Similar to the Application Authority form, it emphasizes the need for clarity in business operations and ensures that the public is aware of the true entity behind a business name.

• Articles of Organization: Used primarily for limited liability companies (LLCs), this document outlines the official establishment and formation of an LLC. It shares similarities with the Application Authority form in that it must include essential information about the organization and follows state requirements for compliance.

• Foreign Qualification Application: This form allows a corporation formed in one state to conduct business in another state. Like the Application Authority form, it requires specific disclosures about the business, including its corporation’s name, jurisdiction of formation, and purpose, to ensure compliance with state laws.

Things to Do

• Ensure the corporate name follows all naming conventions and includes the required words or abbreviations.
• Provide accurate details for the jurisdiction of incorporation and the date of incorporation.
• Clearly state the corporation's purpose in compliance with the Business Corporation Law.
• Designate a valid county in New York State for the corporation's office location.
• Obtain and attach a Certificate of Existence, Good Standing, or Status from the place of incorporation.
• Have an authorized person sign the Application for Authority.
• Submit the form along with the $225 filing fee payable to the Department of State.

Things to Avoid

• Do not omit any required information, as incomplete forms can delay processing.
• Avoid using a fictitious name unless it is necessary due to name unavailability.
• Do not sign the form if you are not an officer, director, or duly authorized individual.
• Never provide inaccurate or falsified information about the corporation.
• Do not forget to request the consent of the NYS Tax Commission, if required.
• Avoid submitting the application without the necessary attachments and fee.
• Do not hesitate to seek legal advice if you have doubts about the process.

• Misconception 1: The Application Authority form is only for newly formed corporations.

  This form is meant for both newly formed corporations and existing corporations seeking to do business in New York. Existing corporations must also complete the form if they have not yet registered to conduct business in the state.

• Misconception 2: You must have a physical office in New York to submit the Application Authority.

  It's a common belief that a corporation needs a physical office in New York. In reality, while a county in New York State must be designated, having a physical office is not a requirement.

• Misconception 3: The application does not need to match previously submitted documents.

  Many believe it is acceptable to use differing names or dates. However, the name of the corporation and the date of incorporation listed on the Application Authority must exactly match those on the Certificate of Existence, Good Standing, or Status.

• Misconception 4: Legal counsel is not necessary when filling out this form.

  While it may not be a strict requirement, the Department of State advises preparing legal documents with the help of an attorney. This guidance can help avoid potential errors that could delay the application process.

• Misconception 5: The $225 filing fee can be paid in any form.

  Some believe that payment can be made in any way. It is essential to note that the fee must be submitted as a check made payable to the Department of State, ensuring proper processing of the application.

Filing the Application Authority form can seem daunting, but understanding its components will streamline the process. Here are key takeaways to keep in mind:

• Correct Corporate Name: Ensure the name matches the one on your incorporation documents. If it doesn’t comply with New York naming rules, the form requires an abbreviation indicating corporate status.
• Jurisdiction Details: Fill in the state where your corporation was originally formed, along with the date of incorporation.
• Purpose of Corporation: Be clear about your corporation's lawful activities; this is essential to avoid any discrepancies with state regulations.
• Office Location: Indicate a county where your corporation will operate. You don’t need a physical office in New York, just a listed county.
• Designated Agent: The Secretary of State will be your agent for process service. Provide their mailing address accurately for notifications.
• Signature Requirements: Make sure an authorized person signs the application. This could be an officer or director of the corporation.
• Attachments and Fees: Don’t forget to include necessary documents, such as a Certificate of Good Standing. A $225 filing fee is also required for processing.

By following these guidelines, you can effectively complete the Application Authority form and set your business on the right path in New York.