Think of all the people you communicate with regularly to run your LLC. Business partners, employees, banks, lawyers, and financial advisors all probably come to mind. But what about the state? It may not be at the top of your list, but running a successful LLC in New York requires consistent interaction with the state.
Formation documents, business information changes, lawsuits, professional licenses, and Annual Reports – all of these (and more) require you to work with state agencies. The good news is that you don’t need to do it yourself.
Introducing the registered agent. A New York registered agent is an intermediary for your LLC, a person or company that handles your communication with the state. They’re a vital part of any LLC’s success. Before you file your Articles of Organization, you’ll need to have a designated registered agent. How? Why? Who? Read on to find out.
What is a New York Registered Agent & is it Necessary?
An LLC cannot be formed or do business in New York without first having a registered agent on file with the Department of State. This is required by law and the penalties can be serious. Maintaining a registered agent doesn’t just keep you in good standing. It also provides an important service.
Think of your registered agent as your ambassador to the state, handling all your LLC’s important legal, tax, and compliance information. In short, the registered agent assumes statutory responsibilities. He or she must be consistently available to receive and deliver any official legal communications without interruption.
In most states, LLCs choose an individual or business entity as their registered agent, but in New York, the Secretary of State serves as agent for all businesses. According to the state’s LLC Act: “The secretary of state shall be the agent of every domestic limited liability company that has filed with the department of state articles of organization making such designation.”
However, you are allowed to appoint a secondary registered agent if you’d like. Again, from the LLC Act: “In addition to the designation of the secretary of state, each domestic limited liability company or authorized foreign limited liability company may designate a registered agent upon whom process against the limited liability company may be served.”
When you file your Articles of Organization, the Secretary of State will automatically be named your LLC’s registered agent, but consider the rest of this guide procedures for only secondary registered agents.
What are the Requirements of a Registered Agent?
New York doesn’t have a lot of restrictions on who you can appoint as a secondary agent, but the few that it does have are non-negotiable. Your agent must:
- Be an individual New York resident or a business entity authorized to do business in the state.
- Have a physical address in New York (P.O. boxes are not allowed)
- Have a mailing address in New York
You can even appoint yourself if you meet these requirements and don’t mind the added responsibilities.
For reference, here’s what the LLC Act says about secondary registered agent requirements:
When you’ve got potential options for a second registered agent, review each one to make sure that they meet these requirements. If they do, you’re good to go! If not, you’ll need to keep looking.
Who can be a Registered Agent in New York?
New York’s registered agent requirements are pretty broad, so you’ll have no shortage of options. On top of that, your agent can be either an individual or a professional service. But think carefully before choosing, because each option has its own pros and cons. Let’s take a closer look.
You may choose to appoint a single person as your registered agent. Some LLC owners take on registered agent duties themselves. Others appoint one of their partners or managers. Some will even appoint a family member. As long as the proposed agent fulfills the state’s requirements, they’re a valid option.
In addition to being a New York resident, your agent must not currently be establishing residency or receiving benefits in another state, even if that residency is still forthcoming.
Some smart registered agent choices include attorneys, accountants, or other LLC partners, people who understand the ins and outs of business operations.
- Convenience – Having familiarity and mutual trust with your registered agent is extremely beneficial, and appointing an acquaintance can provide both. Plus, you’ll always know how to contact them.
- Cost – Hiring someone you know often won’t cost a dime. It’s certainly cheaper than a professional service.
- Scheduling – Part of a registered agent’s duty is being consistently available to receive mailed documents and service of process. If your agent goes on vacation or moves out of state, it will throw a wrench in your plans.
- Punctuality Risks – Some state communications and filings are very time-sensitive. If your agent is unavailable when documents are delivered, it could slow down the entire process and put you at risk for late fees and penalties. Even worse, a friend or family member could lose or misplace a document. So if you’d rather not interrogate Aunt Louise about the location of a particular tax form, you might consider using a registered agent service instead.
Registered Agent Service
If safety and reliability is your goal, hire a registered agent service. A business acting as your registered agent must be either a domestic entity in New York or a foreign entity who has foreign qualified in New York.
- Privacy – Some documents delivered to your registered agent will contain sensitive information. Do you want details about your lawsuit or taxes lost out there in the world? Definitely not. A friend or family member might misplace these documents, but a professional service will not. Plus, in New York, all registered agent names and addresses are available to the public. This might make an individual uncomfortable, but hiring a company will keep this personal information off the record.
- Reliability – Handling and processing time-sensitive documents is a registered agent service’s specialty, its area of expertise, its main game. Hire a professional service and you can be sure that your filings will be submitted properly and punctually, so you’ll never have to deal with late fees or other penalties.
- Location – Many registered agent companies offer service in most or all 50 states, so if business is booming and you decide to expand outside New York, you won’t need to find a new agent for each state.
- Cost – There’s no getting around it – hiring a service costs more than appointing an individual who’s willing to do it for free. However, for a reasonable price (roughly $100/year), you’ll receive premium services. Taking your car to a mechanic costs more than letting your neighbor try to fix it, but the mechanic gives you peace of mind that the job will get done right, and that may very well be worth the cost.
All of the other steps in the LLC formation process will keep you busy, but take some time to ensure you find a registered agent that fits with your business model, goals, and values. Do this, and your LLC will reap the benefits for years to come.
How to get a Free Registered Agent in New York
Here’s a pro tip: you can get the reliability of a registered agent service and the cost-effectiveness of an individual. The best of both worlds. When you hire certain LLC services to start your business, they’ll throw in free registered agent service.
How it Works
Hire a company like IncFile or Northwest Registered Agent to form your New York LLC. In addition to taking care of your Articles of Organization and other formation requirements, they will automatically include a registered agent. It’s a great two-for-one deal.
And an LLC service is pretty affordable – $200 for the New York LLC formation fee, plus a $49 or $79 service fee. That’s great value for the number of benefits you receive. Some services will even cover and consolidate your LLC formation costs.
Take this route and you’ll sweep all formation paperwork and registered agent duties off your plate. Plus, to keep track of everything, these services provide user-friendly online dashboards, so you can follow everything they’re doing to keep your LLC in good standing.
Note: If your LLC is based in New York City, using a registered agent service will also save you money on the state’s publication requirement. When you form an LLC, you must publish a notice in two newspapers from the company’s hometown. If you use a registered agent service, you can establish a registered office outside New York City, where publication costs are much less expensive.
Registered Agent Changes
You may have a wonderful registered agent, someone who takes care of everything efficiently and who you trust completely. But you know what they say: all good things must come to an end. At some point in the life of your LLC, you may need to change your New York registered agent.
Make this change by downloading and completing a Certificate of Change form, then mailing or hand-delivering it to:
Division of Corporations, State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave.
Albany, New York 12231-0001
You can also fax the form to (518) 474-1418. Each filing method comes with a $5 fee.
Have Questions or Concerns?
This guide contains almost everything there is to know about New York registered agents. However, you might have a unique situation that requires additional information. Reaching out to the New York Department of State is easy, and they’ll have the answers you need. Here’s how to go about it:
Visit Their Website
Visit the Department of State Division of Corporations for more information about registered agents in the state of New York.
Give Them a Call
If you’d prefer to call, reach out to their Albany office at (518) 473-2492.