When opening an LLC in NY, a requirement for all businesses registered in the state is to have an agent for service of process. “Agent for service of process” is the state’s term for a registered agent, as receiving service of process papers is one of the most important functions of a registered agent. They act as the official contact for a business, both for lawsuits and other purposes.
By default, the New York Secretary of State is the assigned agent for service of process. You can change the registered agent, however, and there can be good reasons to do so.
A New York registered agent is referred to as an agent for service of process, although both the state and others also use “registered agent.” The term “registered agent” is more often used if a limited liability company elects an agent for service of process other than the New York Secretary of State.
The purpose of a registered agent is to act as the official contact for an LLC (or any other business). While customers will undoubtedly contact a business’s operations, official matters are sent to the business’s registered agent. For example, all of the following would most likely be sent to an agent rather than a business’s location:
An agent for service of process must have a street address somewhere within New York State. All official mailings will be sent to the agent’s address, and this is where papers will be served if the business is ever sued. The latter reason is why an LLC’s agent must have a physical street address in New York.
There are a few other basic requirements your chosen registered agent must meet. The total legal requirements are that the agent must:
You may elect any business or individual that meets these requirements, although it’s most common to elect a commercial registered agent service if using a business. If you choose an individual, they should generally be available during business hours to receive mailings. They also should be generally responsible, so all important communications are appropriately passed on.
Yes, you generally can be your own registered agent; provided you have a New York street address and meet the other requirements, there are no prohibitions against an LLC owner serving as their business’s agent for service of process. In fact, any other member of your LLC—or a friend for that matter—can serve in that capacity if they qualify similarly.
The main reason you might not be qualified as a registered agent is if you don’t have a local address in New York. This may be an issue if you’re registering a foreign (out-of-state) LLC for operation in New York. It’s also something to keep in mind if you ever retire and change residency to another state, although changing your business’s registered agent at that point is simple (see “How to Change My Registered Agent”).
Additionally, there are reasons you may not want to serve as a registered agent even though you’re qualified. In essence, your job is to be the owner of your LLC—and not necessarily the administrative contact. Selecting someone else to serve as your registered agent could free you to focus on your core competencies (see “Benefits of Using a New York Registered Agent Service”).
You will have the option to appoint a registered agent when you file your LLC’s articles of organization. You can either hire an LLC formation service to take care of this for you or go through the steps yourself.
If you’re going through everything yourself, there are some specific terms you’ll come across in the articles of organization and other documentation:
New York requires articles of organization to be filed online. You’ll have the option to select a registered agent other than the Secretary of State during this process.
Of course, any registered agent you use must first consent to serve in this capacity. You can’t choose a registered agent without first confirming that the individual or commercial service is willing.
If you want to change your LLC’s agent for service of process, you can do so by submitting a Certificate of Change. The state has several different certificates for various business entities:
A certificate of change can be mailed, faxed, or dropped off in person.
Of course, the new registered agent must be aware of the change and consent to it.
You have the option of appointing yourself or another individual to be your LLC’s registered agent, but you also can hire a commercial registered agent service. Although there’s a nominal fee to use the service, it’s usually affordable and offers several benefits.
Specific to New York, a commercial registered agent service may help you save on publication costs.
All new New York LLCs are required to run certain publications in local papers, and they must do so in their county. The cost of advertisements can be quite high in certain regions, especially downstate. You can alternatively meet the publication requirements by running advertisements in your registered agent’s county, which could be much cheaper if you choose a commercial service in a low-cost area.
Depending on your LLC’s location, the savings in publication costs could be greater than the cost of a commercial registered agent service for one year. You could potentially then change the registered agent after your business is established if you don’t wish to continue using the service for the other benefits listed here.
Since a registered agent acts as the official contact for an LLC, their address may be the only one listed for a business. Some businesses use a commercial registered agent service for privacy purposes, as it can hide the business’s actual location. You may want such privacy if you operate a home-based business or don’t interact with customers.
With a commercial registered agent service, you don’t have to personally handle all official communications nor do you need to worry about whether another individual is properly notifying you of important documents. You can have peace of mind, knowing that a professional resident agent service is properly attending to anything that your LLC is sent.
A registered agent should generally be available during business hours, and they need to regularly check their mail. This can be annoying if you maintain non-standard hours, travel frequently, or only operate your business part-time. Using a commercial service allows you the freedom and flexibility to run your business as you choose, without worrying about receiving mail.
Most commercial registered agent services will promptly scan all received documents, so you can access them in digital form. You can not only reduce your paperwork by having a commercial service take care of many items for you, but you can also have all papers digitized.
Commercial registered agent services are themselves registered with New York State. These services know and comply with all applicable state laws.
Whether you’d like to serve as your own registered agent or hire a registered agent service, that’s up to you. It’s highly advised, however, to understand all the relevant mandatory New York requirements. Failing to keep those requirements may trigger penalties, late fees and other issues that a new LLC owner would probably like to avoid.
If you need further assistance, we’re here to support you along the way!
This portion of our website is for informational purposes only. Tailor Brands is not a law firm, and none of the information on this website constitutes or is intended to convey legal advice. All statements, opinions, recommendations, and conclusions are solely the expression of the author and provided on an as-is basis. Accordingly, Tailor Brands is not responsible for the information and/or its accuracy or completeness.
Shai Shmarel started his life as a corporate lawyer before switching to being an SEO and Content Manager at Tailor Brands. He has experience in managing companies, rankings SERPs and covering a content-driven approach for all things legal, business and marketing. When off work, you’ll usually find him chilling with a cup of coffee and a book in the desert.