Obtaining a Certificate of Compliance in New York

Not all businesses need a Certificate of Status (known in some states as a Certificate of Good Standing or Certificate of Existence), but it’s useful to know when it might come in handy for business in the Big Apple. In this guide, we’ll go through what a New York Certificate of Status (COS) is, if you need one, and how you can get one.

What is a New York Certificate of Status?

A New York Certificate of Status is a legal document that shows that a business is in existence or that it’s properly authorized to carry out business in the state of New York. It’s a form of evidence that the company is in compliance with state law.

Which New York office issues Certificates of Status?

For New York state businesses, a COS is issued by the New York State Department of State, Division of Corporations, which can be found at the following address:

• New York State Department of State, Division of Corporations
  One Commerce Plaza, 99 Washington Avenue
  Albany, NY 12231

If you’re concerned about your good standing in the state, read about our worry free compliance services.

What does a Certificate of Status confirm?

A COS is confirmation that the business exists and is in compliance with all state requirements. Some state requirements include:

• Filing biennial reports
• Paying franchise taxes

What does a New York COS contain?

Whether your business is a domestic (in-state) entity or a foreign (out-of-state) entity, a COS contains important information to show the status of your business.

A New York COS for a domestic entity includes:

• Date of incorporation
• Confirmation that the corporation is in good legal standing in New York and that it’s allowed to carry out business within the state of New York (for corporations)
• Confirmation that the limited liability company is in good legal standing and is entitled to carry out business and exercise all its rights and privileges in the state of New York (for LLCs)

A New York COS for a foreign entity includes:

• Domestic state
• Entity name
• Date of registration
• Confirmation that the corporation is in good legal standing and is permitted to carry out business in New York (for corporations)
• Confirmation that the registration has not been canceled and that the LLC is authorized to conduct business in New York (for LLCs)

Why might a business need a New York Certificate of Status?

It usually isn’t mandatory to have a COS, but it’s very useful to have it in case you would like to carry out any of the following tasks:

• Registering to do business in another state. Many states require that a company has good standing in the state in which it was formed before they will authorize it to set up shop in their own state. Some such states specifically require a COS that’s been issued within the last 90 days.
• Securing funding. If your business is applying for funding, such as a business loan, funds from investors, or government loans, you may need a COS to prove the status of the business.
• Opening a business bank account. When opening a business bank account, you sometimes need a COS to show the status of your business.
• Buying business insurance. If you’re looking to take out business insurance, the provider may require you to have a COS.
• Contract formation with the state or other businesses. If you want to form contracts with another company or apply for a government contract, you might be required to have a COS.
• Selling/transferring part or all of the business. Before selling or transferring part of or all of a business, you should get a COS to prove the status of your business to the buyer.
• Renewing certain permits and licenses. When renewing certain permits and licenses for your business, you may be asked to present a COS to confirm that your business is in good legal standing.

What New York entities can obtain a COS?

Only entities that are registered in the state of New York are eligible to get a COS. The following entities can obtain a CGS:

• LLCs
• Corporations (Including S-corps and C-corps)
• Limited partnerships
• Limited liability partnerships

Some entities don’t need to register with the state and therefore can’t be issued a COS. The following business can’t get a COS:

• General partnerships
• Sole proprietorships

How to get a New York Certificate of Status

To get a New York COS, you need to take the following steps:

1. Check to see if your business is in compliance.

Before you can get a COS, you should check to see if your business is in good legal standing. For example, confirm that relevant taxes have been paid and the biennial statements have been filed.

When it comes to compliance matters like this, ZenBusiness can help. Our worry free compliance service sends you reminders and helps you cover your compliance bases so that you can stay in the good graces of the state and avoid costly fines and other penalties.

2. Go to New York’s business website to request a Certificate of Status.

In New York State, you can apply for certificates by mail or by fax. They cannot be obtained by email, phone, or through the website.

• Fax. You must complete and sign the Credit Card/Debit Card Authorization Form to pay for the certificate. Fax the document, along with your written request, to the Division of Corporations at (518) 473-1654.

• Mail. To apply for your COS by mail, you need to send a written request along with a completed and signed Card/Debit Card Authorization Form to the following address:
  New York State Department of State, Division of Corporations, State Records and Uniform Commercial Code
  99 Washington Avenue, 6th floor
  Albany, NY 12231.

Your written request must include the following details:

• A specific statement that requests a COS.
• The exact name of the business entity.
• The Department of State ID number or the exact date of the formation or authorization of the entity.
• A statement that says you would like normal processing or expedited processing.
• The mailing address where you would like the COS to be mailed.

3. Make sure your COS will be valid for its intended use.

Before you apply for your COS, make sure that it will be valid for what you need it for. The certificates don’t have a set expiration date, but some requesters, such as banks, may have their own guidelines for the validity of the certificate; be sure to check with them first. Many requesters require the COS to be recent, for example, fewer than 30 or 60 days old.

4. Send to the requesting party.

Once you’ve successfully obtained your certificate, send it to the requesting party that needs it, such as the bank or foreign business state.

Make sure your business is always in good standing

Although having a Certificate of Status isn’t a legal requirement in New York, it’s wise to keep your business in good standing in case you need to get one on short notice.

We can help make sure your business is in good standing so that you can relax and focus on other business-related matters. Our services include assistance with your biennial report filing, as well as amendments and additional filing services. You’ll also receive notifications and alerts ahead of important upcoming compliance events with our worry free compliance service.

Conclusion

Compliance may not be simple to keep up with, especially when considering all the other aspects that make a business go round. At ZenBusiness, we understand that your business needs don’t stop after the business has been registered. ZenBusiness can help keep you in good standing with our worry-free compliance service. With this service, we not only help keep your business in compliance, but we can also secure a New York Certificate of Status for you if you need one; you just pay the state fees. And, if you don’t have the worry-free compliance but still need a COS, our Certificate of Good Standing service can help.