In New York, selecting a registered agent is a crucial step when establishing a business, regardless of its type. All business entities in New York are legally required to have a registered agent. The registered agent, also known as a statutory or resident agent, must be officially recorded with the New York Secretary of State.
Registered agents act as the designated point of contact for the business, receiving important legal, tax, and official documents on its behalf. The primary objective of a New York Registered Agent is to enhance efficiency, accountability, and reliability in official communication. By serving as a vital intermediary between the business and the state government, the registered agent ensures smooth interactions and compliance with legal obligations.
Is a Registered Agent Required in New York?
Yes. According to New York’s Business Corporation Law (BCL) and New York’s Limited Liability Company Law (LLCL), a registered agent is required for all business entities registered or operating in New York.
Primarily, pursuant to Section 304 (of the BCL) and Section 301 (of the LLCL), the Secretary of State (SOS) must be designated as the registered agent for receiving legal documents on behalf of the business entity when filing company documents. An address must be provided where the Secretary of State can forward any legal papers received for the entity.
However, after filing, pursuant to Section 305 of the Business Corporation Law and Section 302 of the Limited Liability Company Law, the business entity may choose to change its registered agent. This applies to all types of business entities, including corporations, LLCs, partnerships, and limited partnerships, whether domestic or foreign.
Business entities that choose to change their registered agent, as allowed by law, are required to do so by filing a Certificate of Change with the New York Department of State. The specific requirements for this depend on the legal structure of the business and the type of agent chosen (individual or company). The New York Secretary of State’s Office keeps records of all registered agents operating in the state.
Generally, about 80% of business entities in New York use registered agent services, while about 20% fulfill the role themselves by using a designated post office address as outlined under the provision of the law that statutory designates the Secretary of State as a registered agent.
What Is a Registered Agent in New York?
A registered agent, also known as a “statutory agent” or “agent for service of process,” is an entity chosen by a business to receive important legal documents and official communications on behalf of the business. The registered agent serves as the official point of contact for the business, and their main role is to receive and forward official legal documents, such as lawsuit notices, court summons, subpoenas, and other papers related to court cases. They also receive federal and state tax notices, wage garnishment notices, official government correspondence, and corporate filing and renewal notices.
According to Section 305(a) of the BCL and Section 302(b) of the LLCL, there are two types of registered agents in New York; individual registered agents and business entity registered agents. Regardless of the type, the functions are the same.
What Does a Registered Agent Do in New York?
A registered agent is a crucial necessity for a business in New York. A registered agent plays a crucial role in business operations and helping businesses adhere to legal requirements, especially for new businesses in New York. Generally, the duties of a registered agent in New York are to:
- Be available during standard business hours to accept service of process intended for the business.
- Receive any official documents, including notifications of license renewals, that are sent or delivered on behalf of the business.
- Efficiently and promptly forward any legal documents received, such as lawsuits, subpoenas, tax notices, etc., to the relevant business authorities.
LLC Registered Agent in New York
The provisions encompassed within Sections 301 to 305 of the New York Limited Liability Law outline the essential requirements, qualifications, and procedures concerning the appointment and primary responsibilities of a registered agent for limited liability companies (LLCs) in New York.
According to the provisions, an LLC registered agent is someone or an entity chosen by a limited liability company (LLC) to receive legal and official documents on its behalf. This person acts as a connection between the LLC and the government and serves the following function in an LLC business structure:
- As the official point of contact for the LLC, the registered agent receives all legal documents like lawsuits, subpoenas, and tax notices on behalf of the LLC, and makes sure these documents are promptly delivered to the appropriate contact or authority within the LLC entity.
- The registered agent for an LLC helps fulfill the state’s provision for LLCs to appoint a registered agent who acts as an official channel of communication between the state and the LLC. In this role, the registered agent serves as an intermediary, facilitating communication between the LLC and the Secretary of State or other relevant parties. The registered agent receives official documents such as annual reports, tax forms, and other compliance-related materials from the state and subsequently forwards them to the LLC. This ensures that the company meets its obligations and, reciprocally, allows the LLC to transmit necessary information to the state.
- The LLC registered agent helps the LLC to maintain the privacy of the personal addresses of its members from being publicly available. The registered agent’s address is typically listed on public records instead of the LLC members’ addresses.
- The provision of the registered agent’s name and physical address in the LLC’s formation documents to the SOS, makes the registered agent’s physical location, the official address of the LLC in New York. This maintains a physical presence for the LLC in New York and facilitates communication and other necessary purposes. For companies that are not physically based in New York but hold a license to operate there, having a registered agent fulfills this crucial requirement.
Do I Need a Registered Agent for My LLC in New York?
Yes, according to state law, all limited liability companies (LLCs) operating in New York are mandated to have a registered agent. The Secretary of State is mandatorily the default registered agent at filing, and after that, the LLC may appoint or designate a registered agent, whose address will replace the one designated for the SOS. The registered agent acts as a point of contact between the LLC and the state government, and they receive legal documents and other official correspondence on behalf of the company.
To determine the need for a designated registered agent in an LLC, one should consider the advantages and disadvantages this may pose for this company. Having a designated registered agent in place of the SOS isn’t compulsory but may be necessary if one weighs the pros and cons.
Factors such as cost, availability to receive correspondence, convenience, the nature of the business, its size, location, and operational requirements should be taken into account to determine whether an LLC should designate a registered agent to replace the SOS or maintain the SOS as the designated registered agent.
Registered Agent of a Corporation
In New York, the registered agent of a corporation has the same responsibilities as any other registered agent. They serve as the main contact for legal notices, lawsuits, and any other official documents related to the company. All domestic and foreign corporations are required to have a registered agent, as stated in Sections 304 and 305 of Chapter 13 of the New York Business Corporation Law.
According to the law, when filing documents, the initial registration must designate the Secretary of State as the official agent for receiving legal papers on behalf of the corporation. The registration should also provide an address where the Secretary of State can forward any legal documents received. However, the business entity has the option to change the SOS as its designated agent after formation.
When considering whether to change the Secretary of State (SOS) as the designated registered agent for a corporation in New York, several factors come into play. These factors include the associated costs, the ability to receive correspondence effectively, convenience, the nature and size of the business, privacy, and operational needs. While it is not mandatory to change the SOS, as the designated registered agent, it may prove advantageous to do so when these factors are assessed.
Who Can Be a Registered Agent in New York?
The location and physical requirements for being a registered agent in New York are outlined in the state’s limited liability company and business corporation laws. And they are summarized as follows:
- The Individual must reside in New York and have an actual physical (street) address.
- If it’s a business entity, the business must have a location address within the state.
- The individual must be of legal age.
- The individual must be available during business hours when needed to receive hand-delivered documents.
Legal Requirements of a Registered Agent in New York
According to state laws, a registered agent can be a natural person or a domestic or foreign corporate entity authorized to do business in New York. The legal requirements for either an individual or corporate entity to become a registered agent in New York include:
- The registered agent or entity must consent to their appointment as the registered agent of the corporation or LLC.
- For a foreign corporate entity, it must have the necessary authorization to do business in New York.
- Filing a Certificate of Change with the SOS, providing the name and address of the individual or entity, with the statutory fee, to change the default designated SOS address.
How To Choose a Registered Agent in New York
Business entities in New York have a range of registered agent services to choose from, and selecting the right agent is crucial for a business. When considering a registered agent, factors such as availability, track record, efficiency in document forwarding, online document management services, and service fees should be taken into account.
Typically, registered agent services start with a business entity appointing a registered agent in New York to serve as its official contact (or agent). This selection is usually made after the business formation process, when the business is allowed to switch its designated registered agent from the SOS. The registered agent provides a physical address in New York where legal documents can be served during regular business hours. This address becomes the official point of contact for the business.
Once appointed, the registered agent receives various legal documents on behalf of the business, including lawsuits, subpoenas, tax notices, and other official correspondence. Upon receiving any of these legal documents, the registered agent promptly notifies the business entity using communication methods such as email or mail and ensures the timely delivery of the received documents to the business entity. In addition to document handling, registered agents may offer further compliance support. This can include assistance with filing annual reports, maintaining good standing with the state, and ensuring compliance with other legal requirements.
The price and other services offered by a registered agent in New York vary among agents. Therefore, it is advisable to thoroughly research and appoint an agent that suits the specific needs of the business entity. Generally, registered agents in New York offer document handling, compliance support, convenience, and privacy advantages, which makes them a valuable option for businesses operating in New York.
How Much Does a Registered Agent Service Cost in New York
The cost of enlisting the services of a registered agent in New York ranges from $49 to $399 per year. The average cost is around $125 a year. The cost varies from one agent’s service to another. Generally, the price is higher if there are other services on offer.
Continuing to use the Secretary of State as the designated agent after formation comes at no cost. This is because the business provides an address where the Secretary of State forwards all the legal documents received on behalf of the business. The address could be that of the business owner, a family member, or an employee.
While this option comes at no or minimal cost, it may not be the most beneficial for a business as it offers only minimal service. The Secretary of State’s role is limited to mailing the legal papers it receives to the designated address. Therefore, it would be more advisable to hire a registered agent. Doing this guarantees timely notification and the proper handling of legal documents and other important correspondence.
Can I Be My Own Registered Agent in New York?
Yes. An individual can serve as their own registered agent in New York, as long as they meet the physical and location requirements. Business owners who wish to appoint themselves as their own registered agent are required to file a Certificate of Change for the business type with the Department of State. The certificate must list their names and address as the new designated agent.
While being a registered agent for oneself has its advantages, such as cost savings and control over legal documents, there are factors to consider. Availability is crucial since the agent must be present during business hours to accept legal documents. Privacy can be compromised as the agent’s name and address become public information.
Business continuity requires updating information if the agent changes addresses or moves out of state. Due to these factors, many business owners prefer to hire professional registered agent services for their expertise, availability, convenience, and privacy.
How to Change a Registered Agent in New York
To change the registered agent information in New York, businesses or agents are required to submit a Certificate of Change and pay the necessary fee to the New York Department of State, Division of Corporations. This process ensures that the Department of State records are updated with the details of the new agent. The general requirement for a change of registered agent in New York is the same physical, local, and legal requirements for registered agents stated above.
However, the specific type of Certificate of Change to be filed, the applicable fee, and the submission process may vary depending on the business structure or entity type.
Foreign Limited Liability Company
To make, revoke, or change its registered agent designation, the LLC must file a Certificate of Change in accordance with Section 804-A of the New York State Limited Liability Company Law.
To fulfill this requirement, the company must complete and submit the Certificate of Change §804-A(a) to the Department of State. Additionally, the company should include the completed Certificate of Change, along with a statutory fee of $30, to:
New York Department of State,
Division of Corporations,
One Commerce Plaza,
99 Washington Avenue,
Albany, NY 12231.
Domestic Limited Liability Companies (Certificate of Change by Agent)
Pursuant to Section 211-A of the New York State Limited Liability Company Law, the registered agent for a domestic limited liability company may change their own address on file with the New York Department of State by completing and filing the Certificate of Change §211-A(b) with the Department of State. The completed Certificate of Change, along with the statutory fee of $5, should be forwarded to the Department of State address above.
Domestic Limited Liability Companies
A domestic LLC must complete and file the Certificate of Change §211-A(a) with the Department of State. The statutory filing fee of $30 and the completed Certificate of Change should be forwarded to the Department of State address (as above).
Domestic Limited Partnership
Pursuant to Section 121-202-A(a) of the New York State Revised Limited Partnership Act, LPs must complete and file a Certificate of Change for domestic limited partnerships and forward it along with a $30 filing fee to the Division of Corporations, New York Department of State.
Foreign Limited Partnership
Pursuant to Section 121-903-A(a) of the New York State Revised Limited Partnership Act, LPs must complete and file a Certificate of Change for foreign limited partnerships and forward it along with a $30 filing fee to the Division of Corporations, New York Department of State.
Domestic and Limited Liability Partnership
The filer must draft and fill out the certificate of change in accordance with the requirements outlined in Section 121-1500(j-1) of the New York State Partnership Law. The certificate should be enclosed within a white cover sheet that clearly states the document’s title and provides the name and address of the individual who should receive the filing receipt by mail. To complete the process, the filled-out Certificate of Change, along with the required statutory fee of $5, should be forwarded to the Department of State, Division of Corporation.
For expedited processing, the Department of State offers different time frames at an additional cost. These options include $25.00 per document for processing within 24 hours, $75.00 per document for processing within the same day, or $150.00 per document for processing within 2 hours.
Other types of business entities not listed can access the necessary documents and fees for changing their registered agents by reaching out to the Division of Corporations at (518) 473-2492 or by email at email@example.com.
What Happens If You Don’t Have a Registered Agent in New York?
Some business types, such as sole proprietorships and general partnerships, do not require a registered agent in New York. However, LLCs, corporations, LLPs, and LPs are required to have a registered agent. These business entities are compulsorily required by state laws to designate the Secretary of State as their registered agent in their formation documents. This means that it is uncommon for a business entity filing for formation in New York not to have a registered agent designated.
However, in the instance where any of these business entities fail to designate the SOS as the registered agent for service of process in the necessary filing document (such as the certificate of incorporation, application for authority, or article of organization), that business entity, as stated by law, won’t be formed or authorized to do business in the State of New York.
Business entities in New York must continuously have a registered agent on file with the Division of Corporations of the New York State Department. It is important to promptly file the necessary documents to change the registered agent if they resign or relocate. Failing to maintain an active registered agent can result in administrative inconvenience and cause the business to lose its good standing with the Department of State. Consequences may include fines, penalties, and a potential business shutdown by the state.
How To Become a Registered Agent in New York
In New York, anyone can serve as a registered agent if they are:
- A New York resident or have a New York address
- A domestic or New York-authorized foreign LLC
- A domestic or New York-authorized foreign corporation.
- At least 18 years old, and be able to act as a representative for the company.
Individuals or business entities that meet this requirement only need to supply their names and physical addresses in New York to companies that require their services. The registered agent’s name and address are then listed on official documents filed with the Department of State, becoming part of the state record, for the designated agent for service of process for that company.
New York Registered Agent Search
The Division of Corporations of the New York Department of State maintains files on business entities operating within New York. These files, among others, hold information related to a registered agent for any business entity in New York. The Corporation and Business Entity Database maintained by the Division is the official source for conducting a registered agent search in New York.
To perform a registered agent search on the database, type in the name of the company, filter by entity type, and find the registered agent’s name and address from the company’s record. Alternatively, an inquirer can reach out to the Department of State in-person or through written requests to find the registered agent of a business entity. However, unlike search, which offers instant, free access, mail or in-person requests may be subject to processing time and fees.
A registered agent search provides the inquirer with information about the designated individual or entity responsible for receiving legal and official documents on behalf of a business entity. This information typically includes the registered agent’s name, address, and sometimes their contact details.
Is Registered Agent Information Public Record in New York?
Yes, registered agent information is public record in New York. This means that anyone can search for the registered agent information for a business operating in New York. When a business designates a registered agent, they provide the agent’s name and physical address (actual street address, not a P.O. Box) when submitting their formation documents, like articles of incorporation or organization, to the New York Department of State. These documents are deemed public records under state law.
Interested parties can find registered agent information through the Corporation and Business Entity Database maintained by the Division of Corporations of the New York Department of State.
The database allows inquirers to search for a business by its name and see its public records, including the name and address of its registered agent. Note that even though registered agent information is publicly accessible through the database, other details about a business, such as the names and addresses of its owners, may not be included in these records.