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New York does not follow the usual registered agent model. You do not have to hire or name a registered agent. Instead, the law makes the New York Secretary of State the agent for service of process for every LLC and every corporation. When someone sues your company, they can serve the Department of State, which sends a copy on to the address you gave it. Our New York business guide covers the entity search, the biennial statement and filing fees.
The Secretary of State as your statutory agent
Two parts of the law set this up.
- LLCs: LLC Law section 301 says no domestic or foreign LLC may be formed or authorized unless its articles of organization or application for authority designate the Secretary of State as agent.
- Corporations: Business Corporation Law section 304 says the Secretary of State is the agent of every domestic and authorized foreign corporation for service of process.
The Department of State's LLC formation page puts it in plain terms. The LLC must designate the Secretary of State as its agent for service of process and give an address where the Secretary of State can mail a copy of any process received.
That address is the part you control. It stays on file until you file a certificate that changes it. Every two years the biennial statement, which costs $9, also confirms the post office address for mailing process (LLC Law section 301(e)).
The optional registered agent
On top of the Secretary of State, you may designate a registered agent. LLC Law section 302 and BCL section 305 allow it. The agent can be:
- a natural person who is a resident of New York or has a business address in New York;
- a domestic LLC or an authorized foreign LLC;
- a domestic corporation or a corporation authorized to do business in New York.
A registered agent gives process servers a second, direct route to the company. It does not replace the Secretary of State designation, which stays in place either way.
Acting for your own company
You can be the registered agent if you meet the residence or business address test. You can also skip the role and list a reliable mailing address for the Secretary of State. That address can be your own.
Changing the agent or the mailing address
New York uses one filing for both. Under LLC Law section 211-A, a certificate of change can:
- change the location of the LLC's office;
- change the post office address where the Secretary of State mails process;
- add, change or delete the email address for notice of electronic service;
- make, revoke or change a registered agent designation, or change the agent's address.
An agent whose own address is the one on file can sign a certificate that only updates that address. It must first mail the company notice at least 30 days before filing. The Department of State fee schedule shows:
| Filing | Fee |
|---|---|
| LLC certificate of change, section 211-A(a) | $30 |
| LLC certificate of change signed by the agent, section 211-A(b) | $5 |
| Corporation certificate of change, section 805-A(a) | $30 |
| LLC resignation of registered agent | $20 |
When a registered agent resigns
The agent files a certificate of resignation and mails a copy to the company by registered mail (LLC Law section 302(d)). The designation ends 30 days after filing. The company can name a new agent within that time or later.
Because the Secretary of State remains the agent by law, a New York company is never left with no one to serve. The real risk is an old mailing address. If the Secretary of State forwards a lawsuit to an address you left years ago, you may not see it.
Looking up an agent in New York
Use the corporation and business entity database and search by name or DOS ID. The Department of State FAQ says its records include the address for mailing process and the name and address of the registered agent, if one was designated. If no registered agent was designated, the record shows only the mailing address. Our registered agent lookup guide explains how to read the record, and the registered agent overview shows how other states handle it.
Forming a new company? See how to start an LLC in New York.