When you form an LLC in New York, you must designate the Secretary of State as your LLC’s agent for service of process (LLC Law §301). New York law also lets an LLC designate a registered agent (§302), a person or company that also accepts legal papers for your LLC; this is optional. In this post, you’ll learn who qualifies, how to appoint or change one, and why some owners use a commercial service, for privacy and convenience.
The Secretary of State is always your agent for service of process. You can add a registered agent, however, and there can be good reasons to do so.
What Is a New York Registered Agent?
A New York registered agent is an optional agent, in addition to the Secretary of State, who can accept legal papers for your LLC.
Registered agent’s purpose:
A registered agent mainly receives service of process (lawsuit papers) and other legal notices for an LLC. In New York, mail from the Department of State goes to the address on file, not necessarily to the agent. For example, a registered agent might receive:
- Service of process (e.g., papers notifying a business that it’s being sued)
- Other legal documents (e.g., regulator documents, notices of legal changes)
Notices about your Biennial Statement go to your address on file.
Requirements for a registered agent
A registered agent needs a New York presence, since this is where papers can be served if the business is ever sued.
Under LLC Law §302, a registered agent must be one of the following:
- An individual who lives in New York or has a New York business address
- A New York LLC or an out-of-state LLC authorized to do business in New York
- A New York corporation or an out-of-state corporation authorized to do business in New York
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.
Can I Be My Own Registered Agent in New York?
Yes, you generally can be your own registered agent; provided you live in New York or have a New York business address, there are no prohibitions against an LLC owner serving as their business’s registered agent. Any other member of your LLC, or a friend, can serve if they qualify.
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. Your job is to run your LLC, not to be its administrative contact. Selecting someone else to serve as your registered agent could free you to focus on your core competencies (see more on it below).
How to Appoint a Registered Agent
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:
- Agent for Service of Process: the Secretary of State, which every New York LLC must designate. The Secretary of State receives service of process and mails a copy to your forwarding address.
- Registered Agent: an optional agent, in addition to the Secretary of State, who can accept service of process and other legal papers for your LLC
- Address for forwarding legal papers: the post office address where the Secretary of State mails copies of legal papers; it can be outside New York. (A registered agent might scan and email documents instead)
You can file Articles of Organization online or by mail. You’ll have the option to name a registered agent, in addition to the Secretary of State, during this process.
- Sign up for a NY.gov ID if you don’t have one yet. This will grant you access to many online services, including the ability to register an LLC through Business Express. Business Express is the state’s online portal for many business services and filings.
- You’ll have access to the many different business filings Business Express offers. Navigate to the Articles of Organization once you’re logged in.
- The form’s “Service of Process” section has a place to provide the forwarding address where the Secretary of State mails legal papers, which again can be outside New York State. Every LLC must provide this.
- The immediately following “Registered Agent” section is optional. If you name a registered agent, enter the agent’s name and New York address in the Registered Agent section.
- Once the rest of the prompts are answered, the Articles of Organization get submitted.
- You’ll pay the $200 state filing fee (and $5 if you order a plain copy of the filed Articles, $205 total). The $50 Certificate of Publication fee comes later, after your newspaper notices run.
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.
How to Change My Registered Agent
If you want to change your LLC’s registered agent or forwarding address, you can do so by filing a Certificate of Change with the Department of State (there are separate forms for New York and out-of-state LLCs).
Mail it to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
- Download the appropriate form from the New York Department of State. Most likely, you need the Certificate of Change for a domestic (New York) LLC.
- Complete the form by typing out your answers. Use the section for the registered agent to add or change a registered agent and their address, or update the forwarding address where the Secretary of State mails legal papers.
- Print the form and mail it to the address above.
- Include payment for the $30 fee: either (a) a check made out to the Department of State, (b) a money order, or (c) a Credit Card/Debit Card Authorization.
Of course, the new registered agent must be aware of the change and consent to it.
Benefits of Using a New York Registered Agent Service
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. Registered agent services typically cost $50–$300 per year. Tailor Brands’ registered agent service is $199 per year. A registered agent is optional in New York, but a service offers several benefits.
A note on publication costs
All new New York LLCs are required to run certain publications in local papers. The notices run in newspapers designated by the county clerk of the county where your LLC’s office is located, as stated in your Articles of Organization. The cost of advertisements can be quite high in certain regions, especially downstate.
Privacy
Using a registered agent’s address can keep your home address off some public filings. Some businesses use a commercial registered agent service for privacy purposes. You may want such privacy if you operate a home-based business or don’t interact with customers.
Peace of mind
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 registered agent service is properly attending to anything that your LLC is sent.
Flexibility
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.
Reduces paperwork
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.
Compliance with the state law
Commercial registered agent services must be New York or registered out-of-state companies, and they handle legal papers as part of their business.
Conclusion
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 the relevant New York requirements. Missing legal papers can lead to a default judgment against your LLC, which a new LLC owner would probably like to avoid.
If you need further assistance, we’re here to support you along the way!
FAQ
In New York, the Secretary of State is every LLC’s agent for service of process, and a registered agent is an optional extra agent who also receives legal papers.
No. New York requires every LLC to designate the Secretary of State as its agent for service of process. A registered agent is optional.
Yes, you can act as your own registered agent if you live in New York or have a New York business address, but many choose a professional service.
A professional service helps maintain privacy and makes it less likely you’ll miss important legal papers.
Yes, an authorized business can serve as a registered agent if it meets the state’s qualifications.
You can update your registered agent by filing a Certificate of Change with the New York Department of State and paying the $30 fee.
You don’t need one. Without a registered agent, legal papers go to the Secretary of State, which mails them to your address on file, so keep that address current.