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One of the first choices a business owner makes is who will serve as the company’s registered agent to accept official documents. However, in New York, businesses do not select their own registered agent. In the Empire State, the Secretary of State serves as every LLC’s registered agent. This is the only state in the nation with this kind of set up.
Usually, selecting a registered agent is part of setting up an LLC. In New York, instead of listing a registered agent, the owner must list a point of contact who can be reached if documents are delivered to the state on behalf of your company.
To understand more about this process, we’ll explore how an LLC is set up in the state and how the Secretary of State notifies owners when new documents are received.
How is an LLC formed in New York?
A registered agent is tied to setting up an LLC. For this reason, we’ll explore how an LLC is set up in New York so entrepreneurs can understand how the state plays a role in establishing their business.
Follow these steps as guidance to get a New York LLC up and running:
1. Name the company
Every New York company needs a name. For some, selecting a name is easy. Some entrepreneurs have toyed with a business name for years, while others come up with a name on the spot.
Before committing to a name, it’s important to run it through the New York Department of State Divison of Corporation’s business database. The state won’t allow two businesses to have the same name, so entrepreneurs must conduct a search to make sure the desired name is available.
If the name is available, check on a matching domain name. Most owners want their company name and the company website to have identical names. If the name is available through the state but the domain name isn’t, is that problem? Are you okay with selecting a different domain name? That means the company homepage won’t be as simple as the CompanyName.com. The owner must decide what’s best for the business.
In addition to checking the name’s availability through the state and the corresponding domain name, New York has some other rules you have to follow. The rules you should be aware of are:
- The name must include “Limited Liability Company,” or “LLC” in the name.
- The company name can’t be confused with any kind of government agency. No government references (like FBI) should be included in the title either.
- Some names may require additional approval from state officials.
2. Pick a company contact
The New York Department of State will serve as your registered agent. This is the case for all New York LLCs. The state will receive official documents on behalf of your company, which could include tax notices or service of process papers that are served if your company is sued.
The state accepts these documents and then notifies the company. As a result, the state will request a point of contact for every LLC. The state will forward the documents to this person when they arrive.
In other states, LLC organizers select their own registered agent, but that’s not the case in New York.
3. File the Articles of Organization
As long as an available company name is selected, the owner can go ahead and file the Articles of Organization with the State of New York. This document, which is filed with the New York Department of State Corporations Division, asks for the company name, the county in which the company will be located, the name and address of a person who can receive legal documents if the state receives them, and the name, address, and signature of the LLC filer.
To file this document with the state, there is a $200 filing fee. The documents can be filed online or sent in via mail.
Once the state approves this document, your company is legally established in New York.
4. Create a company operating agreement
With the Articles of Organization filed and approved, it’s time to create an operating agreement. This contract explains how the company will run and is intended to explain the company’s financial operations, decision-making processes, and explain how each member is involved in day-to-day operations.
This document isn’t required by the state, but business experts all agree that it’s a vital document to have in place before opening to the public. The document could prevent a lot of arguments in the future as the company grows.
5. Obtain an EIN
To do business, an EIN or an employer identification number is needed. The IRS issues these nine-digit identification numbers on its website during a five-minute process. While you might be inclined to skip this step, it’s not a good idea. An EIN is required to pay employees, apply for a bank loan, and pay taxes.
6. Follow state publication requirements
In New York, all newly-formed LLCs must publicize their existence in two newspapers, one weekly and one daily. This must be done within 120 days of forming the LLC.
What is a New York registered agent?
The Department of State serves as the registered agent for all New York LLCs. In other states, the business owner selects the registered agent to accept sensitive documents on behalf of the company, but in New York, the state agency does it for you.
Can I be my own registered agent in New York?
No. The state will serve as your company’s LLC. If the government receives any documents, like tax notices or service of process documents, it will forward them to the person that’s listed on the Articles of Organization.
If the state agency is the registered agent, is a registered agent service necessary?
In every other state except New York, a registered agent service can serve as a company’s point of contact. The company would receive documents and notify the owner, instead of the state.
In New York, a business owner can still choose a registered agent service, but the state is still the first point of contact. If, for example, a tax notice is sent to an LLC, the state will receive it first. If a registered agent is listed on a company’s LLC formation document as the point of contact, the state will forward the notice to the registered agent service who will then contact the owner.
What are the benefits of working with a registered agent service in New York?
Since the state is the first point of contact for every New York LLC, is there a benefit to working with a registered agent? Yes. There are many, actually. Here’s a look at why some New York business owners opt for a registered agent:
- Convenience. Some owners choose to have a registered agent service in place out of convenience. It’s easier for some owners to appoint a company to intercept messages from the state and pass them along as they arrive.
- Peace of mind. A registered agent provides peace of mind. If, for example, an owner travels a lot, having a company manage official notices is one less thing to worry about.
- Privacy. The state may need to forward sensitive information to the company, and some owners prefer that the communication is handled offsite and discreetly told to the owner.
List of New York registered agent services
Every state including New York has dozens of qualified registered agents. Below are three possibilities. All three of these companies can serve as a company’s secondary contact, after the state. They also provide additional business services.
- Northwest Registered Agent: For $125 a year, Northwest Registered Agent offers an online portal, real-time updates when mail is received, and pricing that remains the same each year. The company offers its services in several states and has years of experience in the field. Additional business services are also offered.
- Incfile.com: Incfile.com can help entrepreneurs file their LLC formation paperwork and serve as the company’s registered agent. The online company offers a host of beneficial business services that includes filing reports and other necessary documents with the state. The first year is free. After that, it’s $119 a year.
- Swyft Filings: Swyft Filings offers registered agent services that start at $149 a year. Users get an online dashboard, report and filing reminders, and secure document storage for this fee. In addition, the company has a buffet of other business services available when you have a need.
How much does a registered agent service cost in New York?
The cost of a registered agent service will vary. A company that simply forwards notices or notifies the owner when documents arrive will likely cost around $50 a year. However, some companies offer more services, and as a result, charge more money. Some registered agent services can also file annual reports or handle compliance issues. These services cost upwards of $100-250.
How does an owner select a registered agent in New York?
In New York, there is no selection process. The State of New York holds the position of registered agent for every NY LLC. New York is the only state that does this.
Can a company change its registered agent?
Business owners cannot remove the state as a company’s registered agent. However, if an owner decides to use a registered agent service in conjunction with the state, the name of the registered agent service and its address are listed on LLC formation paperwork. A business owner can change the contact information on file with the state at any time.
What’s a statutory agent?
A statutory agent is the same as a registered agent. The name is different in different states. The most common title is registered agent, but service of process and resident agent are also used in various states.
What’s a commercial registered agent?
In states other than NY, where the state isn’t the universal registered agent, a business owner can select a registered agent service to serve in this role. If this is done, a business is said to have a commercial registered agent.