All businesses that organize or operate in New York may appoint a registered agent. This includes all corporations, limited liability companies (LLCs), limited liability partnerships (LLPs), or limited partnerships.
While most states require businesses to have a registered agent, the process for assigning one in New York is a little different. Here’s what to know about registered agents and their specific New York State requirements.
What is a registered agent in New York?
A registered agent is an individual or entity that receives official legal notices called service of process, such as lawsuits, subpoenas, wage garnishments, and other court notices. For this reason, a registered agent is sometimes also called an agent for service of process.
These are the main duties of a New York registered agent:
- Maintain a physical street address in New York (a P.O. box, private mailbox, or mail service is not sufficient)
- Be available during regular business hours to receive service of process for the business
- Accept service of legal documents including lawsuits, subpoenas, and court orders
- Promptly forward any legal or official notices they’ve received to the business owner
- Maintain confidentiality regarding sensitive legal documents
Who can be a registered agent in New York?
Under New York Business Corporation Law and Limited Liability Company Law (Chapters 4 and 34), business entities must designate the Secretary of State (SOS) as their agent for service of process. However, registered agent provisions also state that businesses may appoint their own registered agent in addition to the SOS as long as the agent meet these requirements:
- Be an individual and resident of New York or a business entity authorized to do business in the state
- Have an office that’s a physical street address in New York
Do you need a registered agent in New York if the Department of State accepts service?
Even though the Department of State serves as your agent by default, there are plenty of compelling reasons to appoint a professional service.
- Privacy protection. Your forwarding address with the Department of State becomes public record, while a professional service keeps your personal address private.
- Faster notifications. Professional services often provide fast, or even immediate, email or phone alerts when important documents come in.
- Document management. Some services, such as LegalZoom, scan and store documents electronically for easy access.
- Compliance monitoring. A professional agent may also provide reminders for annual reports, license renewals, and other deadlines.
- Greater flexibility. If you work with an agent service, you can ensure someone is always available during business hours to accept important documents.
How to appoint a registered agent in New York
If you are forming a new business and wish to appoint your own registered agent in addition to the Secretary of State, you can do so in your formation documents. For existing businesses, you can appoint or change your registered agent by filing a certificate of change with the New York Department of State based on your entity type.
- For an LLC: Submit a certificate of change for an LLC along with your new registered agent information and a $30 filing fee.
- For a corporation: File a certificate of change for a corporation; include your new registered agent information and a $30 filing fee.
To file a certificate of change, mail the completed document and payment to:
New York Department of State
Division of Corporations
One Commerce Plaza, 99 Washington Ave.
Albany, NY 12231
Or, if you decide to use LegalZoom as your registered agent, we will file for you and cover the filing fee.
Why choose LegalZoom as your New York registered agent?
LegalZoom’s registered agent service can help keep your business compliant while giving you the freedom and flexibility to focus on other tasks. We’ll send you timely alerts when we receive important notices that need your attention, and scan, upload, and store important documents in our secure cloud for you to access from anywhere.
Here are some of the perks of using LegalZoom as your NY registered agent:
- Added privacy. Critical legal notices come to our address instead of your home or workplace.
- Time-sensitive alerts. You’ll receive alerts for important and time-sensitive mail.
- Guaranteed availability. Our Brooklyn office is fully staffed and open during normal business hours to meet legal requirements.
- Digital storage. Our service includes secure cloud storage so you can access critical business documents anytime, from anywhere.
- Junk mail filtering. You only get the information that matters, saving you time and effort.
- Seamless transition. If you make us your new registered agent, we'll pay the fees and take care of that paperwork at no cost to you.
FAQs about registered agents in New York
Can I be my own registered agent in New York?
You can be your own registered agent in New York, or even appoint your spouse or an employee to act as the agent. This route can save money, but remember that it can be a hassle to keep track of legal notices and deadlines yourself.
Your registered agent will also have to commit to being available at a set location during regular business hours since they must be present to receive important documents, and the address where they can be reached will become public record.
What happens if my registered agent misses an important legal document?
If your registered agent fails to accept service of legal documents, courts may issue default judgments against your company, and you may lose your chance to defend yourself in court.
How often do I need to update my registered agent information?
You will need to update your registered agent information with the state every time you change your agent. You’ll also need to file a biennial statement with the Department of State every two years, and you can change your registered agent during that filing as well if you’d like.
Do foreign entities need a New York registered agent?
Any business that is registered to conduct business in New York needs a registered agent, including foreign entities (businesses formed outside New York).
Can my registered office also be my business address?
Yes, your registered office can be the same as your business address, but it must be a street address where someone is available during regular business hours to accept legal documents.
What's the difference between using the Department of State vs. a private registered agent?
The New York Department of State serves as the default registered agent at no additional cost, but they only forward documents to an address you provide (which becomes public record). A private registered agent offers additional services like immediate notifications, document scanning, compliance reminders, and privacy protection by using their address instead of yours.
How much does a registered agent cost?
New York registered agent costs will vary depending on who you appoint. If you use the Department of State or designate yourself as the agent, you won’t need to pay anything. But if you hire a professional New York registered agent or service, you could expect to pay anywhere from $50 to $500 a year.
LegalZoom’s registered agent service costs $249 per year and includes unlimited cloud storage for storing all your important legal documents. Plus, LegalZoom will cover any state fees related to switching your registered agent.
What happens if my registered agent goes out of business?
If your registered agent service goes out of business or stops providing services, you should immediately file a certificate of change to appoint a new registered agent. The New York Department of State will revert to serving as your default registered agent, but you'll need to provide them with a current forwarding address. It's important to monitor your registered agent service's status and have a backup plan.
Shannon Grilli and Edward A. Haman, Esq. contributed to this article.
