New York Registered Agent: The Optional Layer on Top of the Secretary of State

Under section 301(a) of the Limited Liability Company Law, the Secretary of State is the agent of every domestic LLC whose articles of organization make that designation, and the Department of State's own forming page says the LLC must designate the Secretary of State as its agent for service of process. You cannot opt out. So a New York LLC always has an agent.

What that agent does is forward. Someone who sues your company can serve the Secretary of State by delivering duplicate copies of the process with the statutory fee, which is $40, and under section 303 service on the company is complete when the Secretary of State is served. The Secretary of State sends one copy by certified mail, return receipt requested, to the address you gave for process in the articles of organization, and emails notice if an email address is on file.

So the address on file carries the weight. If it is current and somebody watches it, you learn of the lawsuit. If it is stale, you can miss a summons and a default judgment can follow.

Section 302(a) says an LLC may designate a registered agent, and the word is may. You can form with no registered agent at all. A designated agent sits on top of the Secretary of State's role, as an additional person on whom process may be served.

Section 302(b) lists who qualifies. A natural person who is a resident of New York or has a business address in the state can serve. So can a domestic LLC or an authorized foreign LLC, and so can a domestic or authorized foreign corporation. A commercial agent usually qualifies under the entity categories.

Those are the LLC rules. Mainstay's service also covers corporations, limited partnerships, limited liability partnerships and nonprofits, though each of those entity types has its own statute behind it.

Privacy is the first reason. If you give your home as the process address, it sits in the public record and receives the state's forwarded papers. A designated agent's address can go on the record instead.

Stability is the second. If you move, the agent's address stays put, so a relocation does not mean updating the process address for the same reason you moved.

None of that is required. It is a judgment about how much you trust the forwarding address you listed to stay accurate for years.

The biennial statement also sets out the process address. It is filed every two years, in the month your articles were filed, through the Department of State's online biennial filing system, and the fee is $9. For making, revoking or changing a registered agent designation, the filing the law describes is a Certificate of Change.

If you move, close the office that served as the address, or switch agents, do not wait for the next biennial window. A stale address means the forwarded summons goes somewhere you no longer control.

The filing is a Certificate of Change under section 211-A of the LLC Law, and the Department of State fee is $30. It can change the address the Secretary of State mails process to, change the email address, and make, revoke or change a registered agent designation, or specify or change the address of the registered agent, all without amending the rest of your articles.

Should you hire us, we prepare and file the Certificate of Change that records us as your designated agent, and the $30 passes through at cost. You may see a $5 figure quoted for address changes. That is the address-only certificate that a registered agent or the party at the process address can file itself under section 211-A(b) after 30 days' notice to the LLC, not your own $30 filing.

Leave your current arrangement in place until the Department of State has the new one.

A registered agent resigns by filing a certificate of resignation with the Department of State, including proof that the agent mailed a copy to the LLC by registered mail. Under section 302 the designation terminates 30 days after the certificate is filed, and the fee is $20.

The party whose post office address was supplied for process has its own exit. Under section 301-A it can file a Certificate of Resignation for Receipt of Process, for $10, after sending a copy 60 days earlier by registered or certified mail to the registered agent or the LLC's last known address. If the LLC then fails to file a certificate of amendment or change providing a new address, its authority to do business in New York is suspended. Filing the new address annuls the suspension.

Because the Secretary of State is always the agent, a New York LLC is never without an agent for service. Treat a resignation, a move or a closed office as the cue to file a Certificate of Change.

Registered agent service from Mainstay is $149 a year and renews at $149. It covers your designated registered agent and compliance reminders. Your biennial statement, due in your formation month every two years, is not part of this service. It comes with the $199 formation package, which also covers the agent, the articles of organization and your EIN application.

In place of your home, the designated agent address becomes Mainstay's New York address. Service of process delivered to us as your designated agent is scanned and uploaded the same business day, at no fee. Three government mailings a year are scanned free, then each further piece carries a scan or shipping fee, and free physical forwarding is not part of any tier.

Responding to a lawsuit is work for you and your attorney, since we are a filing service and not a law firm.