Foreign LLP Registration in New York

A foreign LLP is a partnership registered as an LLP in another state or country. To carry on business or activities in New York with LLP status, it files a notice with the Department of State under Partnership Law 121-1502(a). The result is called a New York registered foreign limited liability partnership.

The New York LLP statute is aimed at professions. The notice has to name the profession or professions the partnership practices and state that the partnership is eligible to file under the Partnership Law. Section 121-1500 describes the eligible partnerships as ones made up of licensed professionals, such as lawyers, accountants and architects. A partnership that is not a professional firm should not assume this route is open to it and should ask a New York attorney how it will be treated.

The Partnership Law never defines carrying on business or activities in New York. Section 121-1502(b) provides a short list of what does not count, in wording that leaves room for others:

• Maintaining or defending an action or proceeding, whether judicial, administrative or arbitral, or settling it or related claims
• Holding meetings of its partners
• Maintaining bank accounts

Three items is all the list holds, and the statute adds that it is no yardstick for service of process on the partnership under this article or any other New York law. Filing the notice is not itself treated as proof that the partnership is carrying on business in New York.

Offices, clients and property

Having an office, serving clients here or owning or leasing property is not on the list. The Department of State declines to give opinions on what activities require registration. Its published opinion of counsel looks to local contacts that are permanent, continuous and regular, and to how central the activity is to what the entity does. For a professional partnership, the practice of the profession in New York is the core of the business, so a firm with New York clients is likely to be in registration territory.

The Department of State publishes form DOS-1527-f. The fee is $250, and the package is sent to the Division of Corporations in Albany. The Department accepts check, money order and card payment through its authorization form, and lists no online filing option. Optional rush handling is priced at $25, $75 or $150, depending on whether you want 24 hours, same day or two hours. The notice, signed by one or more partners, contains:

• The name under which the partnership will practice in New York
• The jurisdiction and date of its LLP registration
• The address of its principal office
• The profession or professions practiced, plus the eligibility statement
• The Secretary of State designated to accept process, along with a mailing address for copies (an email address is optional)
• An optional registered agent's name and address
• A statement that its registration is effective at home
• A statement that it files to obtain New York registered status
• A deferred effective date, no more than 60 days after filing, if you want one

New York does not insist on a certificate of existence in every case. Section 121-1502(a) says the notice must be accompanied by one of two things: a copy of the last registration or renewal the partnership filed at home, or a certificate from that jurisdiction saying the LLP has filed a registration that is effective on the certificate's date. Anything in a foreign language must come with a translator's sworn translation.

The statute and the form state no age limit for either document. So the practical choice is between ordering a certificate from the home filing office, at whatever that office charges, and pulling the partnership's latest registration or renewal from its own records. Choose the one that is current and clearly shows the LLP status as of the filing date.

After the notice takes effect, the partnership has 120 days to publish it. A copy or a notice goes in once a week for six successive weeks, in two newspapers of the county where its principal office is located, one printed weekly and one daily. The county clerk designates the papers. Proof goes to the Department as a certificate of publication with each newspaper's affidavit annexed, for a $50 fee.

If proof of publication is not on file when the 120 days end, the partnership may no longer transact business in New York, because its authority is suspended. That suspension leaves its contracts and its right to defend untouched, and filing proof later ends it. Newspaper costs are set by the papers.

The Secretary of State is designated as the partnership's agent in every notice. Copies of process go to the mailing address on file. A registered agent is optional: the notice may name one, and section 121-1502 sets no eligibility rule for that agent beyond the name and address. Whether a company can serve for your partnership is a point to confirm with Mainstay Filing support before you order. No office-hours rule appears in the section.

The partnership files a statement within the 60 days before the fifth anniversary of the notice's effective date, and every five years afterward. It states the name used in New York, the principal office, the address for mailed process, and that the partnership is a foreign LLP. The fee is $50 if filed directly with the Department, and the Department and the Tax Department may allow the statement on a tax filing instead. If the partnership misses it, the Department can revoke its status after 60 days' notice, and filing the statement later annuls the revocation.

Withdrawal

A partnership that stops being an LLP at home has 30 days to file a withdrawal notice. One that simply leaves New York may file the same notice. The fee is $60. Withdrawal ends New York registered status.

Section 121-1502(m) sets out the consequences. A foreign LLP carrying on business without a notice on file has no standing to start litigation in New York until three things happen: it files the notice, pays the fees it would have owed, and files proof of publication. Its agreements are not voided, and it can answer any suit filed against it.

A foreign LLP that is not a law firm also falls under the supervision of the Regents of the University of the State of New York and can face professional discipline like an individual licensee. The section sets no daily fine.

Mainstay Filing's checkout for qualifying out-of-state entities takes only two kinds of entity, LLCs and for-profit corporations. LLPs are not in it. The partnership or its lawyer therefore files the notice and arranges the publication. Mainstay Filing contributes the optional registered agent for $149 annually, a figure that holds at renewal. You give the agent's New York address in the notice, and the state makes it public.

When someone serves a summons on the agent, a scan is uploaded to your account that same day, free. Mainstay Filing also scans the first three official mailings of each year at no cost. When another agent already appears on file, Mainstay Filing submits the replacement and bills only the state's fee. Service details live on the New York registered agent page. Mainstay Filing is not a law firm.