Legal Question in Business Law in New York

DBA and Foreign Qualifications

Hello,

First off, thanks so much for helping me out!

I own an S Corp in New York State - it's a to-the-home tutoring company. I'm now expanding to Rhode Island, and I need two questions answered:

The first is whether or not I need to file an FQ. Most people have said I do, but others have said that for my nature of business, I don't. I have no physical location there, everyone who works for me is an independent contractor, and all transactions done in the state are just person to person cash exchanges. Can someone help me on this one!?

Also, even more important - while I incorporated my company under ''name A'', I just got a DBA and it is now run under ''name B''. I like name B a lot better, so my question is - if I do have to file a foreign qualification, can I file it under my assumed name? In other words, can I file my FQ as name B, or do I have to file it as name A, then get a DBA in Rhode island to switch it to name B again? Because that costs a ton of money!

Thanks again, this is going to save my life.


Asked on 8/11/08, 6:11 pm

2 Answers from Attorneys
Nancy Delain Delain Law Office, PLLC

Re: DBA and Foreign Qualifications

I can't answer as to whether you'd need to register as a foreign corporation in RI, as I am not admitted there. I know that in NY, you would probably be well advised to file.

Your company needs to register under the same name that it is registered with in its home state in any state wherein it seeks to register as a foreign corporation. If you like the DBA name better, why not change your company's name to the DBA in NY then file under that name in OtherState (in this case RI)? It's an easy and fairly inexpensive process to change the company's name in NY, assuming the name you like isn't already on the books. If you do that, you don't have to worry about the corporate name vs. the DBA, since the DBA would then be moot.

THE INFORMATION PRESENTED HERE IS GENERAL IN NATURE AND IS NOT INTENDED, NOR SHOULD IT BE CONSTRUED, AS LEGAL ADVICE. THIS POSTING DOES NOT CREATE ANY ATTORNEY-CLIENT RELATIONSHIP BETWEEN US. FOR SPECIFIC ADVICE ABOUT YOUR PARTICULAR SITUATION, CONSULT YOUR ATTORNEY.

Read more
Answered on 8/12/08, 2:19 am
Steve Brodsky Esq. CheapNewYorkLLC.com

Re: DBA and Foreign Qualifications

Each state's laws are different with regard to what constitutes "doing business" in that state. In NY, the definition is very broad, and in your case (if you were a RI corp and the facts were reversed), it appears that you would need to qualify here in NY as a foreign corporation. I don't know about RI without doing further research.

As far as the assumed name question, the lawyer above seems to have given you a reasonable and simple solution.

Read more
Answered on 8/12/08, 10:10 am


Related Questions & Answers

More Business Law questions and answers in New York