What is a New York Registered Agent?
A registered agent is a responsible third party that is designated and authorized to accept service of process for another person or entity. Every corporation, Limited Liability Company (LLC), or Limited Liability Partnership (LLP) authorized to transact business or conduct affairs in New York state must continuously maintain a registered office and a registered agent.
I’ll break down what a registered agent is, their job duties, requirements to be one, and more.
What happens if you don’t have a registered agent?
Not only is a registered agent (also referred to as a statutory agent or resident agent in some states) required when forming an LLC or corporation, but you must maintain a registered agent to keep the entity in compliance. Besides the requirement of designating a registered agent at the time of formation, there are several reasons to have one:
- Not Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
- Administrative Dissolution – In New York, if the business doesn’t have a registered agent, the Secretary of State can dissolve the entity.
- Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
- Entity Closure – Waiting too long to remedy the lack of a registered agent may result in the administrative closure or dissolving the entity.
Who can be a registered agent in New York?
A registered agent in New York can be any resident of the state who is 18 years or older, a registered New York domestic business entity, or a foreign business entity authorized to do business in the state. An entity may not be its own agent.
The registered agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of New York. This can be your home address, the address of a family member, an accountant or attorney, the address of the business, or a professional registered agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since someone has to be available to sign for documents.
The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
Common Questions About New York Registered Agents
Is a registered agent required in New York?
A registered agent is required by the New York Department of State when forming a New York LLC, corporation, LLP, or LP. This appointment is first made in the entity formation documents (Articles of Organization or Articles of Incorporation) but can be changed at any time.
Sole proprietorships and general partnerships do not need a registered agent.
The requirements for an entity to have a registered agent are formed under New York Statutes BSC § 302 (LLC) and BSC § 305 (corporation), which mandate that registered entities will have and continuously maintain a registered agent and registered office within the state. The agent must be available during normal business hours to accept any service of process, notice, or demand pertaining to the entity and forward it to the appropriate individuals.
What is required of a registered agent in New York?
The duty of the registered agent is to forward any legal notice, process, or demand that is served on the registered agent to the entity’s owners.
The registered agent’s information is kept by the New York Department of State so any official government notifications, such as tax forms or any notices of lawsuits can be received on behalf of the business entity. If a business does not have a registered agent recorded with the Secretary of State, it may risk falling out of “good standing” with the state in which it is registered. Without a registered agent, the state can dissolve your business entity, meaning you will no longer have the entity’s liability protection unless you file for reinstatement and pay a fee.
Should you be your own new york registered agent?
Any individual, business owner, member, officer, director, etc., of a business entity that meets the state registered agent requirements can be a registered agent. While it doesn’t cost anything to be your own agent, there are a few reasons to consider hiring a service.
Availability – New York requires the registered agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
If the Business Expands to Additional Locations – If the business has a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A registered agent will need to be appointed with a physical address in each state.
Privacy – The address of the registered agent becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side and they don’t want their employer to know about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is also the remote possibility of a vindictive litigant or upset customer showing up at your house.
Due Date Reminders – Registered agent services provide annual report reminders and updates on any state requirements.
How much does a registered agent cost in New York?
Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.
Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.
How is a registered agent appointed in New York?
A registered agent in New York is appointed when filing the initial formation paperwork or by filing the Certificate of Change of Registered Agent Form with the New York Department of State.
Can a registered agent be changed?
If the registered agent changes, the entity is required to file a change of registered agent.
A registered agent can be changed by submitting the Certificate of Change of Registered Agent Form along with the filing fee to the Secretary of State.
Additionally, if your entity has an operating agreement (LLC) or bylaws (corporation), don’t forget to update them with the new agent’s information.