Change Registered Agent in New York

There are a number of reasons you might need to change your New York LLC’s registered agent. Maybe your designated registered agent moved out of state, left the company, or no longer wants the responsibility. Maybe you had assigned the job to yourself, and you no longer want your address on public record. Maybe (hopefully) your business has expanded so much that you no longer have time to handle the registered agent responsibilities.

Whatever your reason may be, changing a registered agent in New York might seem like a daunting task, with a mountain of paperwork and legal proceedings involved. However it’s actually quite simple, and this guide will help make the process quick and painless.

What the State of New York Says about changing a Registered Agent

The state of New York has certain requirements for changing your LLC’s registered agent. Any entity doing business in the state may change its registered agent by filing a Certificate of Change with the Department of State and paying a $30 fee.

More information on the Certificate of Change, along with other LLC forms, is available on the D.O.S. LLC Filings page. Find the legal detail in Section 211-A of New York’s LLC Act.

Who can be a New York Registered Agent

You can’t pick just anyone to be a registered agent for your LLC. The state of New York puts certain restrictions on who can serve as one. If you’re choosing or changing your registered agent, keep these requirements in mind. The registered agent in New York must:

• Be an individual New York resident or a business entity located in New York
• Have a New York street address (P.O. boxes are not allowed)

* If your registered agent is a foreign business entity, it must be authorized to transact business in New York

How to Change Your New York Registered Agent

Time to make your change. Head over to the Department of State LLC Filings page and scroll down until you see a few different Certificate of Change forms. There are separate forms for domestic and foreign LLCs, and different forms for registered agents who are making their own changes, so read the descriptions carefully when choosing your form.

Here’s the information to include:

• Your LLC name (and your alternate name, if your original was unavailable in New York)
• The New York county where your LLC is located
• Your new registered agent’s name and address
• A manager, member, or authorized person’s signature
• Contact information for the filer

There is a $5 fee to change your registered agent, which you can pay via check or money order (payable to “Department of State”) or card, but only if you complete and submit a “Credit Card/Debit Card Authorization” form.

When you’ve finished your form, send it, along with your payment, to:

Division of Corporations, State Records and Uniform Commercial Code

One Commerce Plaza

99 Washington Ave.

Albany, New York 12231-0001

Or, fax it to (518) 474-1418

The “Certificate of Change” form is the only approved method for changing your registered agent in New York. You cannot do so by updating your Biennial Statement or Articles of Organization.

If you’re too busy, or if you’d feel more comfortable letting someone else take the reins, you have the option of hiring a company or individual to file your paperwork for you. It’s a great way to save time and stress.

Submit your form? Pay your fee? You’ve done your part. The Department of State’s typical processing time is seven business days, but you can request 24-hour, same day, or 2-hour expedited service on your “Credit Card/Debit Card Authorization” form for an additional fee.

Consider a Registered Agent Service

Think of your registered agent as a mediator between you and the state of New York, the person or business entity that handles some of your most important paperwork.

In case you thought the registered agent was just a formality, look at the documents they handle:

• service of process notices
• tax information
• lawsuits
• and other Secretary of State correspondence.

A lot of important stuff. Which is why a reliable registered agent is essential to every New York business owner.

By handling high-priority and sensitive documents on your behalf, your registered agent takes care of your communications with the state, so you can spend more time building your business.

Plus, if you operate a New York small business from out of state, a trustworthy registered agent is especially important, as the state requires a local contact for your LLC. Having this contact ensures your company will receive and respond to time-sensitive documents, so you won’t miss filings and get hit with penalties.

If you’re unsure where to find a good New York registered agent, consider using a registered agent service. These companies provide you a reliable, professional registered agent so you can have peace of mind knowing you won’t ever miss a filing, tax deadline, or state correspondence.

Sure, you can jump online, search “registered agent services,” and get a ton of results. But the truth is that not all of these services are trustworthy. So, we’ve done some research for you. If you want to know you’re getting a top-quality registered agent, take a look at our comparison guide on the best registered agents. Many of these providers can also form an LLC for you if you’re needing a fresh start. ZenBusiness is a very well known option.

Need to Resign your New York Registered Agent?

There are numerous reasons you might need to give up your New York registered agent role, but only one way to resign.

Registered agents play an important role in the life of an LLC, handling sensitive legal and tax documents, so it’s essential that agents follow proper resignation procedures. Otherwise, you could leave your company with unplanned fines or penalties, and you could be individually liable.

Fortunately, for New York LLCs it is easy.

Follow these steps and the hardest part of your resignation won’t be the process itself, it’ll be saying “so long” to your former business.

Notifying the New York LLC

Before you submit an official resignation to the New York Department of State, you must send notice to your LLC by registered mail. Aside from being required by state law, this is a beneficial practice, as it gives your company plenty of time to plan for a registered agent change so that they can facilitate a smooth transition.

There’s a benefit for you too. After your resignation is processed, you remain on file as the registered agent for 30 days unless your appoints a new agent in that time. If your LLC has the time to get a replacement lined up, you can hand off your duties sooner.

Submitting Your Resignation

After you’ve broken the news to your LLC, you’re ready to get your official resignation on record. There’s a different form for each type of business, so make sure that you download the one for LLCs (domestic or foreign).

It only asks for a few pieces of information and can be completed electronically using a PDF editor like Adobe Acrobat or printed and handwritten. When you sit down to complete the form, here’s what you’ll need to include:

• The LLC name
• The date that the LLC filed its original Articles of Organization
• Confirmation that you sent a prior notice to the LLC
• Your signature
• The filer’s name and mailing address

Filing a resignation will set you back $20, and you can pay this fee with a check or money order made out to “New York Department of State,” credit card (if you include a Credit Card Authorization form). If submitting by mail, send your form and payment to:

Department of State

Division of Corporations, State Records and Uniform Commercial Code

One Commerce Plaza

99 Washington Ave.

Albany, NY 12231-0001

If you happen to live near Albany and would prefer to drop it off in person, you can do that at the same address.

As mentioned earlier, after the Department of State processes your resignation, you remain on file as the LLC’s registered agent for 30 days unless the company brings on a replacement sooner. Standard processing time is seven business days, but if you’re in a hurry you can choose one of three expedited processing options: 24-hour ($25), same-day ($75), or two-hour ($150). The expedited service fee must be separate from the filing fee, and you must indicate “Expedited Processing” on the envelope.

Handing off Your Responsibilities

When you put down your registered agent responsibilities, someone else has to pick them up, but New York has some unique registered agent requirements.

Every New York LLC must designate the Secretary of State as its agent for service of process. This means that the Secretary of State will receive all service of process, then forward it to the appropriate company. An LLC may also have a registered agent to receive these notices, but it isn’t required. When your company transitions after your resignation, they can appoint a new agent or simply use the Secretary of State.

If they do bring on a new agent, that person or business entity must meet New York’s registered agent requirements. They must:

• Be an individual resident of New York or a corporation authorized to do business in the state
• Have a physical New York address (P.O. boxes aren’t allowed)
• Have a mailing address in New York
• Be authorized to do business in the state, if a foreign entity

We recommend using a registered agent service, which can take over registered agent duties, freeing up more time for the LLC’s managers to focus on running the business.