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I live in New York State. I have created an LLC in Wyoming. The "Principal Office Address" for the LLC is listed as my registered agent's address in Wyoming. The "Mailing Address" for the LLC is listed as my home address in New York State.

The LLC does not have any employees or office space. The LLC only exists to license intellectual property to a manufacturer.

I will be opening a bank account for the LLC at a Chase Bank in my local town in New York State. I will be receiving royalty checks from the manufacturer, and depositing them into this Chase bank account.

Do I need to register as a foreign LLC in New York State? If so, why?

  • If the checks were being deposited in a bank in wyoming and no action was being directly takedn in NY then the answer should be no. But I fear that your putting the checks in the bank in NY will count as doing business in NY. Even receiving the checks in NY could cause this. But ill leave that for someone with more knowledge on NY Law – Chad Aug 31 '15 at 20:26
  • What if the royalties were direct deposited into a bank account by the manufacturer? – flyingL123 Aug 31 '15 at 20:28
  • It is going to depend on where that bank/account is located. If you used a chase branch in Wyoming or any state other than New York then that LLC would not be doing business in NY and would not need to register there. It may or may not need to register in the other state where the bank is located though. – Chad Aug 31 '15 at 20:32
  • I haven't had a good deal of time to look into this, but have you checked out the rules on NY nexus? – Pat W. Sep 1 '15 at 16:54
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Maintaining a bank account in NY does not constitute "doing business" for a foreign LLC:

(a) 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:
...
(3) maintaining bank accounts;

(NY LLC law section 803)

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