Most states require you to designate a registered agent before forming a Limited Liability Company (LLC). This is the LLC’s official contact person and the one who receives legal notices, such as service of process when a business is sued. New York is different in that, by default, the New York Secretary of State is listed as your official registered agent. But the state still gives you the option of naming your own registered agent instead. The question is, should you?
Depending on where your business is located in the state of New York, appointing your own registered agent could actually save your company a lot of money. We’ll explain this and what the role and responsibilities of a registered agent are in this article.
What is a New York Registered Agent?
A registered agent is an individual or business that is designated by the LLC to receive important legal documents on behalf of the company. This position is needed to ensure that the correct people within an LLC are notified in person when there are time-sensitive events, such as service of process for lawsuits. The agent also receives important notices from the state, such as garnishment notices against employees and tax notifications.
Why Appoint your own Registered Agent in New York?
Knowing that the state will take care of delivering legal notices to you, why would you want to name your own registered agent instead? Well, New York is also one of the few states that have a publication requirement for LLCs. A newly created LLC is legally required to publish a formation announcement in two newspapers once a week for six consecutive weeks. The problem is that counties such as New York, Bronx, and Queens can have very high publication fees. If your LLC is located in a county like those, you may have to spend well over $1000 to have your formation announcements published.
But if your Articles of Organization (the paperwork you file to form your LLC) lists your registered agent as having an address in another county (one with less expensive publication costs), you can publish your notices there instead, saving you a substantial amount of money. In fact, companies like ZenBusiness have a service just to help you with this.
If you go this route, here’s an important thing to be aware of: It’s best to list the registered agent you’re going to use and their county when you first file your Articles of Organization. Otherwise, you will need to file a Certificate of Correction with the state to change the registered agent and the address, and this can take approximately two weeks.
Who can be a Resident Agent in New York?
A New York LLC may but is not required to appoint a registered agent instead of appointing the Secretary of State. By state law (NY LLCL § 301), if appointing your own registered agent for your LLC, the agent must be one of the following:
- a natural person who is a resident of New York or with a business address in New York;
- a New York corporation or LLC; or
- a foreign (out-of-state) corporation or LLC authorized to do business in New York (NY LLCL § 302[a], [b]).
Should you be your own New York Registered Agent?
If you’re not going to use the New York Secretary of State as your agent and want to instead appoint yourself, there are some reasons to consider using a registered agent service instead:
- Availability – A registered agent needs to generally be available at the principal address during normal business hours. This makes it difficult to leave the office to run errands, meet up with potential clients, etc.
- Avoiding Embarrassment – If you serve as your own registered agent and a lawsuit is filed against the business, you could have papers served to you at your office in front of clients. Obviously, that could be bad for business.
- Compliance Reminders – Some registered agent services (like ZenBusiness) provide reminders of upcoming state requirements, such as filing periodic reports to keep your LLC in compliance with the state. Forgetting compliance obligations can get you in trouble with the state of New York.
How is a Resident Agent Appointed in New York?
If you don’t want to use the New York Secretary of State as your registered agent, you can appoint your own agent when you complete the Articles of Organization to form your LLC.