New York Foreign Registration › Registered agent
The agent for process of a foreign LLC in New York, and the optional registered agent
A foreign LLC applying in New York does not need to hire an agent, because Form DOS-1361-f-a designates the Secretary of State as agent for process and the filing costs $250. Naming a registered agent is optional, and a Certificate of Change at $30 can add, drop or replace one later.
The agent rules at a glance
- Default agent
- The Secretary of State, named in statement FOURTH
- Registered agent
- Optional; made, revoked or changed by Certificate of Change
- Certificate of Change
- $30
- Agent changes its own address
- $5
- Physical New York office
- Not required
The Secretary of State as agent
Statement FOURTH of the application says the Secretary of State is designated agent for service of process, with the post office address to which a copy of process is mailed and an optional email address for electronic service notices. Process served on the Secretary of State by personal delivery is mailed to the address you give. Email notice of electronic service is optional.
Choosing the mailing address
The post office address is where every copy of process will go, so it matters more than the form makes it look. Pick an address that is staffed and read daily. A foreign LLC with no New York presence can use a commercial agent's address or its own home-state office, since the statute allows an address within or outside the state.
Adding a registered agent
A foreign LLC can also designate a registered agent in New York. Section 804-A lets a Certificate of Change make, revoke or change that designation, or specify or change the agent's address. Process may then be served on the agent. A Certificate of Change costs $30.
What a Certificate of Change can change
Section 804-A allows changes to the location (county) of the office, the post office address for mailed process, the email address for electronic service notices, and the registered agent designation or address. Any one or more can be made in a single certificate, which is signed and delivered to the Department.
When the agent moves
If a registered agent changes its own business address, it can sign and deliver a certificate for that alone, after mailing the LLC notice of the change. The fee is $5.
When the agent resigns
A registered agent who wants out files a Certificate of Resignation of Registered Agent with the Department. If your agent resigns, name a replacement or rely on the Secretary of State.
The default, or a registered agent
With the Secretary of State as the only agent, papers go first to the Secretary of State and then to your mailing address. A registered agent adds a second place where process can be served.
The county and the agent are separate choices
The county in statement THIRD decides which clerk designates newspapers for publication. It has nothing to do with where the agent is. An LLC can name a county for its office, use the Secretary of State as its only agent, and never rent anything in New York.
What agent changes cost
A Certificate of Change is $30, and it can carry any mix of changes to the location (county) of the office, the post office address for mailed process, the email address for electronic service notices, and the registered agent designation or address. An agent changing only its own office address files alone for $5. Neither change touches the $250 application.
Process by mail and by email
The application gives a post office address for mailed process and, if you wish, an email address for electronic service notices. Keep both current. When either moves, the Certificate of Change updates the Department's record, and the Secretary of State forwards to whatever is on file.
Surrender and the registered agent
A Certificate of Surrender of Authority, at $60, revokes any registered agent's authority and consents to service on the Secretary of State for earlier liabilities. Choose the process address with that in mind.
Our agent service
We can serve as your New York registered agent. That service is at no extra cost for twelve months, renewal priced on the order page, and you may name someone else. Whichever you choose, the application still designates the Secretary of State, as the form requires.
Agent questions
Do I need a New York registered agent?
No. The Secretary of State is the designated agent on the application.
How do I add one later?
By Certificate of Change, $30.
What if my agent changes address?
The agent may file a short certificate for $5.
Does the LLC need an office in New York?
No. The form says no physical office is required.
Our fee and the New York fee
Begin my New York application
- The New York Application for Authority drafted from your replies
- Your home-state certificate of existence checked for age before filing
- A New York registered agent, ours or yours
- The filed record emailed to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
+ $250 New York fee (LLC)
Begin my New York applicationNew York charges $250 for an LLC, $225 for a corporation and $135 for a nonprofit. Publication for an LLC is a separate step with its own costs. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- New York Department of State, Application for Authority for foreign limited liability companies
- New York Department of State, Form DOS-1361-f-a, Application for Authority of a foreign LLC
- New York Department of State, fee schedules
- New York Department of State, Application for Authority for a foreign business corporation
- New York Business Express, foreign not-for-profit Application for Authority
- New York Department of State, Certificate of Change for a foreign limited liability company
- New York Department of State, Certificate of Change (by agent) for a foreign limited liability company
- New York Limited Liability Company Law, section 804-A
- New York Department of State, foreign limited liability company filings list
- New York Department of State, Certificate of Surrender of Authority for foreign limited liability companies
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