Legal Question in Business Law in New York
LLC Foreign Qualification
I have a MN single-member LLC and have been asked to set up a computer network in New York. I will be there for a weekend and otherwise have no other connections to NY. I am wonder if I have to file a Certificate of Authority in NY. My understanding is that the activity has to be permanent, continuous and regular. I may go back several times a year for this person, but I don't think it's ''doing business'' for purposes of foreign qualification. If something happens later and I didn't file, will I lose my limited liability? Thanks.
3 Answers from Attorneys
Re: LLC Foreign Qualification
I agree with your opinion. If you will be in NY for 1 time, the activity is not permanent, continuous and regular. You are not advertising in NY. You do not have a telephone number nor bank account in NY. Therefore, I do not think you would have to file as foreign limited liability company.
Mike.
Re: LLC Foreign Qualification
The answer posted by the previous attorney may be correct, however, I suggest you read the following article from the NY Dept. of State Counsel's Office to help determine your status in NY:
http://www.dos.state.ny.us/cnsl/do_bus.html
Re: LLC Foreign Qualification
I would not concern myself with the filing of the document with the State of NY. From the description provided, your activities are not permanent, continuous and regular and therefore you appear to not be conducting business in the state, even though you are providing a service.
Be aware that you will not be able to use the courts to sue if you need to, until you are recognized as a LLC in NY. I suggest that you place a choice of venue clause in your contract that requires disputes to be handled in MN, thereby dragging the issue back to your home state.
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