ENHANCE YOUR BUSINESS PLAN
Why you shouldn't get New York Shelf Companies.
ENHANCE YOUR BUSINESS PLAN WITH A SHELF CORPORATION OR LLC FROM WYOMING, MONTANA OR NEW MEXICO.
NEW YORK CORPORATIONS AND LLC'S: THE CORPORATE VEIL
THE LIABILITY PROBLEM IN NEW YORK:
PIERCING THE CORPORATE VEIL
Are you doing business with a NY corporation or NY LLC within NY?
Ask your attorney how incorporating limits liability.
The corporate veil is a border that keeps the liability of the company within the company without spreading to the owners. The stockholders aren’t personally liable for the acts of the company with the corporate veil holds fast. The stockholders aren’t responsible for the acts of the company as long as the corporate veil isn’t pierced. That’s why the corporate veil is critical to protect the owners’ interests. Consider the corporate veil as an important tool to protect your interests when it all goes South.
To pierce the corporate veil means that the owners are personally held for the debt and liabilities of the company itself. When the corporate veil is pierced, the owners and the company are treated as a sole proprietorship; in the sense that the owners’ personal assets may be tapped to satisfy the debts and obligations of the company. Attorneys in NY are adept at piercing this veil to access the assets of stockholders to satisfy a judgment.
Ask your attorney how fraud doesn't need to be proven in NY to pierce the corporate veil.
- The same persons are the owners and officers of one or more companies.
- Funds are placed into the company, and removed, for personal purposes.
- The same contact information between companies
- Payment of debt by another company within the same group.
- Lack of adequate capitalization.
- Guarantee of debt by another company within the same group.
- No issuance of stock.
- A lack of formalities.
- Do one or more companies do business with each other at arm's length or are they combined in purpose, scope, activity or management?
- Is each business treated as a separate source of income or are they treated as a combined source
- Lack of election of officers.
- The officers, directors, and ownership is the same between two or more companies. Those two or more companies may have the same employees.
- Does one company dominate and control the other company?
- Does one company pay or guarantee the debts of the dominated company?
- Do the owners use the company assets for personal use without reimbursing the company?
- Are assets shared between two companies in such a way that leads one to believe that the dominated company is not the true owner of the equipment, land, funds, employees.
- Does the owner use the business accounts for personal use?
- Does the company serve the owner's personal interests rather than the interests of the business?
- Was the transfer of business assets to keep those assets out of the reach of creditors?
- Were assets transferred to the owner of the business, or the owner's family members without an adequate reason, or consideration?
SOLUTION: INCORPORATE IN WYOMING AND FILE THE COMPANY AS A FOREIGN CORPORATION, OR FOREIGN LLC, IN NEW YORK.
Wyoming demands a much higher bar to pierce the corporate veil. Therefore, anyone seeking to pierce the corporate veil of the company, must argue in Wyoming. What’s best? Ask your attorney or accountant to file the Wyoming company in New York as a foreign LLC or foreign corporation. The company will have the same rights and responsibilities as far as NY is concerned and enjoy enhanced asset protection. Arguments about the corporate veil must be handled in Wyoming–where the corporate veil is strongest. In this sense, the Wyoming “birth” of the company keeps the corporate veil in Wyoming; avoiding NY altogether in arguments over the corporate veil.
Although disputes may be handled in NY, the corporate veil is argued in Wyoming. This means that a transaction in NY, argued in NY will be judged in NY. But that is a separate issue to the corporate veil, which is argued in WY. Ask your attorney about the above.
Ask your attorney about NY §801 NY Limited Liability Company Law
- the laws of the jurisdiction under which a foreign limited liability company is formed govern its organization and internal affairs and the liability of its members and managers; and
- a foreign limited liability company may not be denied a certificate of authority by reason of any difference between such laws and the laws of this state.
Are you currently in litigation and your entity is a NY domestic corporation or LLC? Consider merging the NY company with a WY company.
If there’s currently a lawsuit against your company in NY, ask your attorney if merging the NY company into a WY company, with the WY company as the survivor, could help protect the corporate veil. Ask your attorney if that works for you.
You and your attorney may be interested in looking over NY LLC Company Law § 1004. Effect of Merger or Consolidation
(b) When any merger or consolidation shall have become effective under this chapter, no action, suit or proceeding, civil or criminal, then pending by or against any constituent limited liability company or other business entity in its common name shall abate or be discontinued by reason of such merger or consolidation, but may be prosecuted by or may proceed against such surviving or resulting domestic limited liability company or other business entity.
Although the litigation continues after the merger, the corporate veil is secured in Wyoming when the Wyoming company is the surviving company after the merger. Is your NY company being sued and you’re worried about the corporate veil? Ask your attorney about merging your company with a Wyoming corporation or LLC.
Although a NY dispute is argued and decided in NY, the corporate veil is decided in WY. Once the NY company merges with a WY company, the corporate veil is decided in Wyoming.
NEW YORK SHELF COMPANIES VS. FOREIGN CORPORATIONS FILED IN NEW YORK
ENHANCE YOUR BUSINESS PLAN WITH A SHELF CORPORATION OR LLC FROM WYOMING, MONTANA OR NEW MEXICO.
NEW YORK SHELF COMPANIES
Why not obtain a shelf company made in New York?
1.
New York collects information on stockholders on the state or local level (business license). A change of ownership usually translates into resetting the age of the company to “new company” status– even though it may be several years old. Bankers consider companies as “new” when the stockholders change. As for states such as Montana, Wyoming and New Mexico; stockholder info is not collected. Therefore, the transfer of ownership is not transparent on the public record. When you file the company in NY, you are considered the first owner of the company and the age of the shelf company is retained.
2.
Your state probably collects info such as SSN and Date of Birth. Therefore, buying a shelf company filed in New York is not a good idea. Instead, buy a company in Montana, Wyoming or New Mexico, and then file the company in New York as a foreign corporation.
3.
File the shelf company in the state of New York as a foreign corporation, file the county and municipal business licenses. We’ll update the shelf company Director and Officers according to your specified instructions. The bank will be glad to see that the MT Secretary of State and the NY Secretary of State information matches. Banks like to see consistency in information across reporting platforms and compliance.
Why are Montana shelf companies best to file in New York when building business credit?
What's a foreign company? How does that vary from a domestic company?
In whatever state you live in, a company filed in that same state is considered a domestic corporation. A corporation filed in any other state is a foreign corporation. For example, a Wyoming corporation is domestic to the state of Wyoming. But it’s considered a foreign corporation in any other state. Likewise, a New York corporation is domestic to the state of New York. But a company filed in Delaware, Wyoming or other state is considered foreign to New York.
Knowing the above, doing business in your state may require a “foreign filing” if the company was initially filed in another state.
How to Register a Corporation or LLC in a State
New York
Understand the Process of Qualifying as a Foreign Corporation in New York
- A foreign corporation is an existing corporation that is registered to do business in a state jurisdiction other than the one where it was originally incorporated.
- A domestic corporation is one that is registered in the same state of original incorporation.
Things You’ll Need:
- Filing fees – checks or money orders
- Computer with Internet access and printer to download forms
- Certain required documentation (letter of good standing from the state in which the company was initially filed) and completed forms
Step 1: Is your entity name already in use?
Check to see if the name of the Corporation or LLC you are wanting to register is already in use. If your entity name is already taken, you may need to modify your entity name slightly to register in that state.
Step 2: Complete Application Form
Obtain an application from the state’s department of commerce. The application will be called something like, “Application for Authority to Conduct Affairs” or “Registering a Corporation or LLC”. Often, you can download this from your state’s official Web site.
All New York registration Forms are located here:
http://www.sos.ca.gov/business/bpd_forms.htm
Doing business in New York: An Introduction to Qualification
Application for Reservation of Name Domestic and Foreign Corporations
An individual or an existing domestic or foreign corporation may reserve a corporation name for use at a later date by filing an Application for Reservation of Name pursuant to Section 303 of the Business Corporation Law. The filing of an Application for Reservation of Name will reserve a name for 60 days. The filing receipt entitled “Certificate of Reservation” issued by the New York Department of State for the filing of the Application for Reservation of Name must be submitted and filed with the document to which the Application for Reservation of Name is applicable.
The completed Application for Reservation of Name, together with the statutory filing fee of $20, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Two extensions of 60 days each are granted to applicants who submit a written request for the Extension of the Application for Reservation of Name prior to the expiration of the current reservation. The fee to extend the Application for Reservation of Name is also $20. The filing receipt entitled “Certificate of Reservation” issued by the New York Department of State for an Application for Reservation of Name must also accompany any request to extend the name reservation.
Certificate of Incorporation Domestic Corporations
A business corporation may be formed by filing a Certificate of Incorporation pursuant to Section 402 of the Business Corporation Law. To assist first time incorporators, the New York Department of State has preparedinstructions for forming a corporation.
Section 301 of the Business Corporation Law includes provisions relating to the use of certain words and phrases in the name of the corporation. For example, the name of the corporation must contain the word “Incorporated” or the abbreviation “Inc.” or one of the other words or abbreviations in Section 301 which are indicative of corporate character. In addition, certain words and phrases also require consents and approvals from other agencies prior to filing the document with the Division of Corporations. If there is any doubt as to what, if any, consents or approvals may be required, the Division of Corporations or the agency in question should be contacted, prior to submitting the document for filing to the Division of Corporations.
The fee for filing the Certificate of Incorporation is $125 plus the applicable tax on shares. There is a minimum tax of $10 on shares that the corporation is authorized to issue which must be paid at the time of formation of the corporation. The $10 tax authorizes the corporation to issue a maximum of 200 shares no par value or a par value of all authorized shares up to $20,000. Corporations wishing to be authorized to issue more than 200 shares no par value or par value shares totaling more than $20,000 will incur a tax of more than $10. The tax rate is 5 cents per share of no par value stock and 1/20 of one percent (.05%) of the par value of the shares that have a stated par value. (Please see Section 180 of the Tax Law.)
The completed Certificate of Incorporation, together with the statutory filing fee, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Incorporation (professional service) Domestic Corporations
A professional service corporation may be formed by filing a Certificate of Incorporation pursuant to Section 1503 of the Business Corporation Law. “Profession,” as defined in Section 1501(b) of the Business Corporation Law, includes any practice as an attorney and counselor-at-law, or as a licensed physician, and those occupations designated inTitle Eight of the Education Law. For a listing of professional services, please see New York State Department of Education, Office of the Professions.
A Certificate of Good Standing from the appropriate Appellate Division or a Certificate of Authority (Form PLS709) under seal from the New York State Department of Education, Division of Professional Licensing Services, Corporations Unit, 89 Washington Avenue, 2nd Floor, Albany, NY 12234, must be submitted with the Certificate of Incorporation.
The fee for filing the Certificate of Incorporation is $125 plus the applicable tax on shares. There is a minimum tax of $10 on shares that the corporation is authorized to issue which must be paid at the time of formation of the corporation. The $10 tax authorizes the corporation to issue a maximum of 200 shares no par value or a par value of all authorized shares up to $20,000. Corporations wishing to be authorized to issue more than 200 shares no par value or par value shares totaling more than $20,000 will incur a tax of more than $10. The tax rate is 5 cents per share of no par value stock and 1/20 of one percent (.05%) of the par value of the shares that have a stated par value. (Please see Section 180 of the Tax Law.)
The completed Certificate of Incorporation, together with the statutory filing fee, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Application for Authority Foreign Corporations
A foreign business corporation may apply for authority to do business in the State of New York by filing an Application for Authority pursuant to Section 1304 of the Business Corporation Law.
The New York Department of State does not give opinions as to what activities constitute doing business in New York State for qualification purposes. You may wish to review a Legal Memorandum entitled “Doing Business” in New York: An Introduction to Qualification for further clarification.
Section 301 of the Business Corporation Law includes provisions relating to the use of certain words and phrases in the name of the corporation. For example, the name of the proposed corporation must end with the word “Incorporated” or another word or abbreviation indicative of corporate character. In addition, certain words and phrases require the consent or approval from another state agency prior to filing the document with the Division of Corporations. If there is any doubt as to what, if any, consents or approvals may be required, the Division of Corporations or the agency in question should be contacted prior to submitting the document for filing to the Division of Corporations.
Attached to the Application for Authority must be a Certificate of Existence from the official who files and maintains corporate records in the jurisdiction of the corporation. (Please Note: This official is generally the Secretary of State, and many jurisdictions refer to the Certificate of Existence as a Certificate of Good Standing.) The Certificate of Existence must be dated within one year.
The completed Application for Authority and statutory filing fee of $225, made payable to the New York Department of State, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. However, if the foreign corporation has been conducting business in New York State prior to filing its Application for Authority, it must obtain the consent of the New York State Tax Commission (§1304 (a)(8), Business Corporation Law). To request consent, call the New York State Tax Commission at (518) 485-2639. The completed Application for Authority, consent of the New York State Tax Commission and the filing fee of $225 should be forwarded to the New York Department of State at the address indicated above.
Application for Authority (professional service) Foreign Corporations
A foreign professional service corporation may apply for authority to do business in the State of New York by filing an Application for Authority pursuant to Section 1530 of the Business Corporation Law. “Profession,” as defined inSection 1501(b) of the Business Corporation Law, includes any practice as an attorney and counselor-at-law, or as a licensed physician, and those occupations designated in Title Eight of the Education Law. For a listing of professional services, please see New York State Department of Education, Office of the Professions.
The Department of State does not give opinions as to what activities constitute doing business in New York State for qualification purposes. You may wish to review a Legal Memorandum entitled “Doing Business” in New York: An Introduction to Qualification for further clarification.
Attached to the Application for Authority must be a Certificate of Existence from the official who files and maintains corporate records in the jurisdiction of the corporation. (Please Note: This official is generally the Secretary of State, and many jurisdictions refer to the Certificate of Existence as a Certificate of Good Standing.) The Certificate of Existence must be dated within one year.
In addition, a Certificate of Good Standing from the appropriate Appellate Division or a Certificate of Authority (Form PLS709) under seal from the New York State Department of Education, Division of Professional Licensing Services, Corporations Unit, 89 Washington Avenue, 2nd Floor, Albany, NY 12234, must be submitted with the Application for Authority.
The completed application, together with the filing fee of $200, made payable to the New York Department of State, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. However, if the foreign corporation has been conducting business in New York State prior to filing its Application for Authority, it must obtain the consent of the New York State Tax Commission (§1530 (a)(8), Business Corporation Law). To request consent, call the New York State Tax Commission at (518) 485-2639. The completed Application for Authority, together with the required consent attached, and the filing fee of $200 should be forwarded to the New York Department of State at the address indicated above.
Certificate of Amendment Domestic Corporations
A corporation may amend its Certificate of Incorporation from time to time by filing a Certificate of Amendment underSection 805 of the Business Corporation Law. The Certificate of Amendment may amend any of the information that may be contained in a Certificate of Incorporation (name change; revision to the purpose clause; alteration of stock, etc.).
The completed Certificate of Amendment, together with the statutory filing fee of $60 (plus tax on additional shares pursuant to Section 180 of the State Tax Law, if applicable), should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Amendment Foreign Corporations
A foreign authorized business corporation may amend its Application for Authority from time to time by filing a Certificate of Amendment pursuant to Section 1309 of the Business Corporation Law. The Application for Authority may only be amended to amend or add such provisions that may be lawfully contained in the Application for Authority (i.e., name change, revisions to purposes, etc.).
The completed Certificate of Amendment, together with the filing fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Change Domestic Corporations
A domestic corporation may change its Certificate of Incorporation from time to time to (1) change the name and address of its designated address for the New York Secretary of State to mail service of process, (2) change its county location, or (3) make, revoke or change the designation of a registered agent by filing a Certificate of Change pursuant to Section 805-A of the Business Corporation Law.
The completed Certificate of Change, together with the statutory fee of $30, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Change Foreign Corporations
A foreign corporation may change its Application for Authority from time to time to (1) change the name and address of its designated address for the New York Secretary of State to mail service of process, (2) change its county location, or (3) make, revoke or change the designation of a registered agent by filing a Certificate of Change pursuant to Section 1309-A of the Business Corporation Law.
The completed Certificate of Change, together with the statutory fee of $30, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Change (by agent) Domestic Corporations
The agent for service of process of a domestic corporation may change his or her own address on file with the New York Department of State by filing a Certificate of Change pursuant to Section 805-A of the Business Corporation Law.
The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Change of Application for Authority (by agent) Foreign Corporations
The agent for service of process of a foreign corporation may change his or her own address on file with the New York Department of State by filing a Certificate of Change pursuant to Section 1309-A of the Business Corporation Law.
The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Change of Address of Registered Agent Domestic Corporations
The registered agent of a domestic corporation may change his or her own address on file with the New York Department of State by filing a Certificate of Change of Address of Registered Agent pursuant to Section 805-A(b) of the Business Corporation Law. The form for filing may be purchased from a legal stationery store in New York State or may be drafted by the filer by following the requirements of Section 805-A(b) of the Business Corporation Law. Unless a preprinted form is used, the certificate must be enclosed in a white cover sheet that sets forth the title of the document and the name and address of the individual to whom the receipt for the filing should be mailed.
The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Change of Address of Registered Agent Foreign Corporations
The registered agent of a foreign corporation may change his or her own address on file with the New York Department of State by filing a Certificate of Change of Address of Registered Agent pursuant to Section 1309-A(c) of the Business Corporation Law. The form for filing may be drafted by the filer by following the requirements of Section 1309-A(c) of the Business Corporation Law. The certificate must be enclosed in a white cover sheet that sets forth the title of the document and the name and address of the individual to whom the receipt for the filing should be mailed.
The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Resignation of Registered Agent Domestic Corporations
The designated registered agent of a domestic corporation may resign pursuant to Section 305 of the Business Corporation Law. The registered agent is required to file a Certificate of Resignation of Registered Agent with the New York Department of State.
The completed Certificate of Resignation of Registered Agent, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Resignation of Registered Agent Foreign Corporations
The designated registered agent of a foreign corporation may resign pursuant to Section 305 of the Business Corporation Law. The registered agent is required to file a Certificate of Resignation of Registered Agent with the New York Department of State.
The completed Certificate of Resignation of Registered Agent, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Resignation for Receipt of Process Domestic and Foreign Corporations
Section 306-A of the Business Corporation Law permits the resignation of the party whose post office address has been designated by a corporation as its address for service of process to be forwarded. The addressee for service of process is required to provide the corporation with a 60-day notice after which the addressee may file a Certificate of Resignation for Receipt of Process.
The completed Certificate of Resignation for Receipt of Process, and statutory filing fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Correction Domestic and Foreign Corporations
Any certificate or other instrument may be corrected with respect to any informality or error apparent on the face, incorrect statement or defect in the execution, including the deletion of any matter not permitted to be stated by filing a Certificate of Correction pursuant to Section 105 of the Business Corporation Law.
The completed Certificate of Correction, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Dissolution Domestic Corporations
A business corporation may be voluntarily dissolved by filing a Certificate of Dissolution pursuant to Section 1003 of the Business Corporation Law. The New York Department of State has prepared instructions to make the filing of a Certificate of Dissolution as easy as possible. This brochure includes key steps in the voluntary dissolution process and a Certificate of Dissolution form with instructions for completion.
The Certificate of Dissolution requires the consent of the New York State Department of Taxation and Finance. The telephone number, fax number, and address where you can call or write to request the consent is as follows:
Telephone number: (518) 485-2639
Fax number: (518) 435-2997
Address:
New York State Tax Department
Corporation Tax Dissolution Unit
Building 8, Room 958
W. A. Harriman Campus
Albany, NY 12227
In addition, consent of the New York City Department of Finance must be attached to the Certificate of Dissolution if the corporation has done business in and incurred tax liability to the City of New York under Chapters 6-8, 10-15, 21, 24-25 or 27 of Title 11 of the Administrative Code of the City of New York. To obtain consent, contact the New York City Department of Finance, Collections Division, Vendor/Tax Clearance Unit, 59 Maiden Lane, 25th Floor, New York, NY 10038. Additional information is available on the New York City Department of Finance’s website at: http://www.nyc.gov/html/dof/html/business/collection_notices.shtml
The completed Certificate of Dissolution, together with the required consent(s) attached, and the statutory filing fee of $60 should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Surrender of Authority Foreign Corporations
A foreign authorized corporation (which will remain in existence in its home state) may surrender its authority to conduct business in New York State. The authority of the foreign corporation shall terminate upon the filing of a Certificate of Surrender of Authority pursuant to Section 1310 of the Business Corporation Law. The Certificate of Surrender of Authority requires the consent of the New York State Tax Commission. To request consent, call the New York State Tax Commission at (518) 485-2639.
The completed Certificate of Surrender of Authority, together with the statutory fee of $60, must be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Amendment of Certificate of Surrender of Authority Foreign Corporations
A foreign corporation that has surrendered its authority to do business in New York State may amend the address to which the New York Secretary of State shall mail a copy of any process accepted on behalf of the corporation by filing a Certificate of Amendment of Certificate of Surrender of Authority pursuant to Section 1310 of the Business Corporation Law.
The completed Certificate of Amendment of Certificate of Surrender of Authority together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Termination of Existence Foreign Corporations
A foreign authorized corporation that has been dissolved, merged out of existence or had its authority to conduct its business terminated or canceled in its jurisdiction of incorporation, must file a Certificate of Termination of Existence with the New York Department of State. A certificate, which includes a termination statement, under seal of the Secretary of State or equivalent official of the corporation’s jurisdiction, must be filed with the New York Department of State. Please note a certified copy of the filing is not acceptable. Please see Section 1311 of the Business Corporation Law. The certificate must be enclosed in a white cover sheet that sets forth the title of the document and the name and address of the individual to whom the receipt for the filing should be mailed.
The Certificate of Termination of Existence, together with the statutory fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificates of Merger Domestic and Foreign Corporations
Sections 901 and 904-a of the Business Corporation Law permit the merger or consolidation of business corporations with other business corporations and/or other business entities.
Certificates of Merger pursuant to Sections 904, 904-a, 905, or 907 of the Business Corporation Law may be drafted by the filer by following the requirements of the appropriate section of law. The certificate must be enclosed in a white cover sheet that sets forth the title of the document and the name and address of the individual to whom the receipt for the filing should be mailed.
The completed Certificate of Merger, together with the filing fee of $60, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Assumed Name Domestic and Foreign Corporations
A domestic or foreign corporation may conduct or transact business under an assumed name (commonly referred to as a D/B/A) by filing a Certificate of Assumed Name pursuant to Section 130 of the General Business Law. A fillable Certificate of Assumed Name form and instructions are provided below. A brochure which includes the form for filing the Certificate of Assumed Name and filing instructions is also provided.
Calculation of filing fee – In addition to the $25 New York Department of State filing fee, an additional county filing fee is collected based on the county or counties in which the corporation does business or intends to do business. The county filing fee is $25 for each county, except for the counties of New York, Kings, Queens, Bronx, and Richmond for which the additional fee is $100 for each county.
The completed Certificate of Assumed Name, together with the appropriate filing fee (please see instructions), should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. All checks greater than $500 must be certified.
Certificate of Amendment of Certificate of Assumed Name Domestic and Foreign Corporations
A Certificate of Assumed Name may be amended by filing a Certificate of Amendment of Certificate of Assumed Name pursuant to Section 130 General Business Law. The Certificate of Assumed Name may be amended to reflect a change in the true name of the entity, amend the assumed name, change the principal place of business, add or delete counties in which business is conducted under the assumed name, and add or delete the address(es) of specific business location(s).
The fee for filing a Certificate of Amendment of Assumed Name is $25. The New York Department of State also collects the following, additional, county clerk fees for each county affected by the amendment in which a corporation does or transacts business: $100 for each county within New York City (Bronx, Kings, New York, Queens and Richmond) and $25 for each county outside New York City. All checks over $500 must be certified.
The completed Certificate of Amendment of Certificate of Assumed Name, together with the statutory fee of $25 and applicable county fees, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Certificate of Discontinuance of Assumed Name Domestic and Foreign Corporations
If the business for which the Certificate of Assumed Name was filed is discontinued or is no longer required, a Certificate of Discontinuance of Assumed Name may be filed with the New York Secretary of State pursuant to Section 130 of the General Business Law.
The completed Certificate of Discontinuance of Assumed Name, together with the statutory fee of $25 should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
IS THIS INFORMATION CORRECT? PLEASE SEE YOUR TAX ADVISOR. CONFIRM BEFORE YOU FILE.
SHELF CORPORATIONS AND SHELF LLC'S
BASIC OPERATIONS
BUILD CORPORATE CREDIT
- Corporate Credit Score
- Build Corporate Credit Q&A
- Increase your chances of getting a small business loan
- Dunn and Bradstreet Report
- Credit card mistakes that could hurt your small business
- Different Ways to Fund Your Business
- Seeking a Bank Loan; Tips to Review
- Increase the Speed of Cash Flow
- Mistakes to Avoid When Pitching Your Idea
- How to Prepare for Emergency Expenses
- Startup Funding for Small Business
- Establishing Business Credit
- Financial Ratio Analysis
- How to select the right investor for your business idea
- How to Improve Your DNB Report
- Cost-benefit analysis
- Advantages and Disadvantages of Financial Leverage
- What lenders look for on a credit application
- How to deal with credit fraud in business
- How to fill out a business credit application
- Benefits of credit insurance
REPAIR PERSONAL CREDIT
- How to repair personal credit
WARNING ON CALIFORNIA CORPORATIONS & CALIFORNIA LLC'S
THOUGHTS ON SUCCESS
READ THIS: CHARGING ORDER PROTECTION OF A WYOMING LIMITED LIABILITY COMPANY
Does an out-of-state company need to file to do business in NY?
In short, if you are selling services within the State of NY, to NY resident, or if you have a storefront location to sell products to NY residents–yes, you must file to do business in NY. If you seek to build business credit, and you live in NY, yes–you must file to do business in NY for the banks to consider your company for a line of credit.
What if I don’t want to build business credit with my Wyoming company? Let’s look at the activities your Wyoming company may engage in without needing to file in the State of NY.
New York Limited Liability Company Law § 803. Activities not constituting doing business
- Without excluding other activities that may not constitute doing business in this state, a foreign limited liability company shall not be considered to be doing business in this state for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:
- maintaining or defending any action or proceeding, whether judicial, administrative, arbitrative or otherwise or effecting settlement thereof or the settlement of claims or disputes;
- holding meetings of its members or managers;
- maintaining bank accounts; or
- maintaining offices or agencies only for the transfer, exchange and registration of its membership interests or appointing and maintaining depositaries with relation to its membership interests.
-
The specification in subdivision
(a) of this section does not establish a standard of activities that may subject a foreign limited liability company to service of process under this chapter or any other statute of this state.
- See more at: http://codes.findlaw.com/ny/limited-liability-company-law/llc-sect-803.html#sthash.gxg5mR1i.VlXjAavn.dpuf
Aged shelf corporations and LLC's offer no tax advantages. We're not attorneys. We're not tax advisors.
QUICKIE New York REFERENCE FOR DOCUMENTS
New York
MAIN STATE WEBSITE
Corporations & LLC’s
FOREIGN CORPORATION FORMS FOR NEW YORK
- Fee Schedule
- Application for Reservation of Name
- Application for Authority
- Application for Authority (professional service)
- Certificate of Amendment
- Certificate of Change
- Certificate of Change of Application for Authority (by agent)
- Certificate of Resignation of Registered Agent
- Certificate of Change of Address of Registered Agent
- Certificate of Resignation for Receipt of Process
- Certificate of Correction
- Certificate of Surrender of Authority
- Certificate of Amendment of Certificate of Surrender of Authority
- Certificate of Termination of Existence
- Certificate of Merger
- Certificate of Assumed Name
- Certificate of Amendment of Certificate of Assumed Name
- Certificate of Discontinuance of Assumed Name
FOREIGN LLC FORMS FOR NEW YORK
- Fee Schedule
- Application for Reservation of Name
- Application for Authority
- Application for Authority (professional service)
- Certificate of Publication
- Certificate of Publication (professional service)
- Certificate of Amendment
- Certificate of Change
- Certificate of Change (by agent)
- Certificate of Resignation by Registered Agent
- Certificate of Resignation for Receipt of Process
- Certificate of Correction
- Certificate of Surrender of Authority
- Certificate of Termination of Existence
- Certificate of Merger
- Certificate of Assumed Name
- Certificate of Amendment of Certificate of Assumed Name
- Certificate of Discontinuance of Assumed Name
IS THIS INFORMATION CORRECT? PLEASE SEE YOUR TAX ADVISOR. CONFIRM BEFORE YOU FILE.
BUILDING CORPORATE CREDIT
PREPARATION FOR BUILDING CORPORATE CREDIT
- Lenders require full transparency. This means your name is listed on the public record.
- Don't use a nominee officer/contract officer if you're applying for corporate credit.
- Lenders prefer companies that are at least two years old.
- File the WY company in your home state as a foreign corporation
- Obtain a commercial address where you intend to do business
- Obtain the phone number, using the commercial address as the billing address
- Register the phone number with 411 information services
- Be honest on all applications for credit
- You're ready! Start building corporate credit. Call 307.237.2580 for a referral.
ORDER PROCEDURE
- Choose the shelf company for acquisition
- We send a custom order form
- You approve the order and fax to our number, 702.920.8824
- We process the order after receiving payment
- The documents we have on file are sent via USPS Express Mail
- We order a new set of documents from the Secretary of State
- You provide an updated list of officers and the new company address
- You apply for the EIN and the bank account.
- You file the company in another state and update that information with us.
FILING YOUR SHELF CORPORATION OR SHELF LLC IN ANOTHER STATE
NATIONWIDE SECRETARY OF STATES, UNDER CONSTRUCTION
- Include Cover Sheet, form CFCLVR
- Choose "Application for authority to transact business in Arizona" CF0024
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