If you will be organizing a business, or conducting business, in New York, you need to know about designating a registered agent with the New York Secretary of State.
Why Do You Need a Registered Agent?
A "registered agent" (or RA, also called an agent for service of process) is designated by a business for the purpose of receiving official legal documents, such as lawsuit documents, subpoenas, wage garnishments, and other official legal papers. New York requires a registered agent for every corporation, limited liability company (LLC), limited liability partnership (LLP), or limited partnership, that is:
- Organized in New York (a domestic entity); or
- Organized in another state, territory, or country; and conducts business in New York (a foreign entity).
What Are a Registered Agent's Duties?
Registered agent duties are to:
- Maintain a street address in New York (not a PO box, or a private mail box or mail service);
- Be available during regular business hours to receive service of process for the business;
- Receive other official papers on behalf of the business that are mailed or delivered, such as notices of license renewals; and
- Promptly forward any legal papers received to the business owner.
Professional outside RAs sometimes offer additional services, such as preparing and filing registration documents, sending reminders when annual reports or license renewals are due, and keeping documents.
How Do You Designate a Registered Agent?
Forming a corporation, limited partnership, LLC, or LLP in New York requires filing some type of document with the New York Department of State, Division of Corporations (commonly referred to as the Secretary of State). Registering a foreign entity in New York requires filing a Notice of Registration (for an LLP), or an Application for Authority (for all other foreign entities).
This initial registration document must designate the Secretary of State as the business entity's agent for service of process and give an address where the Secretary of State will forward any legal papers it receives for the entity (which can be a Post Office box or an out-of-state address).
Once the initial registration has been filed, the business entity may change its registered agent by filing a Certificate of Change with the Secretary of State, and paying a $30 fee.
What Do You Consider In Choosing a Registered Agent?
In addition to the Secretary of State, the RA can be an individual person who is a New York resident, or a business entity that is registered and authorized to conduct business in New York. The most important consideration in selecting a registered agent is to designate one that can be relied upon to identify important legal documents and notify you when they are received. Delays in responding to legal notices can be costly. Your options are:
Use the Secretary of State
This will save you the $30 Notice of Change filing fee, as well as the cost of an outside RA ($50 to $500 per year), but it will give you minimal service. All the Secretary of State will do is mail legal papers it receives to the address you've designated.
Use an "in-House" Registered Agent
Your company's RA can be you, a co-owner, an employee, or any other adult. The cost of an outside agent will be saved, and you will quickly know of any lawsuits or other important matters.
Disadvantages of using an in house registered agent include:
- Someone must be at the designated RA's street address during regular business hours.
- If your company moves, you will need to notify the Secretary of State of the RA's address change, and pay a small fee.
- You might be embarrassed by having legal papers served in front of your clients and employees.
- Your business address will be a matter of public record with the Secretary of State. You may want to keep this information private, especially if you have a home-based business.
- You may receive more junk mail, since companies often obtain RA addresses from the Secretary of State and mail solicitations.
Use an Outside Registered Agent
Unless you decide to use the Secretary of State as your RA, it will be necessary to hire an outside RA if your company does not maintain a regular office in New York.
Advantages to hiring an outside RA include:
- The RA will maintain a New York street address and an office that is properly staffed during regular business hours.
- If your company moves, you will not need to notify the Secretary of State of a change in registered agent address and pay the associated fee.
- Your clients and employees will not be present when any legal papers are served.
- Your business address will not be on record with the Secretary of State as your RA's address.
Whichever form of registered agent you choose—the Secretary of State, an in-house RA, and or outside RA—your business will be promptly notified of legal actions that affect your doing business in New York.