Registered Agents and Registered Offices

New York Corporate Statutes require each Corporation that is formed in New York to continuously maintain a Registered Office and Registered Agent within the State of New York.

§ 304. Statutory designation of secretary of state as agent for service of process. (a) The secretary of state shall be the agent of every domestic corpo- ration and every authorized foreign corporation upon whom process against the corporation may be served. (b) No domestic or foreign corporation may be formed or authorized to do business in this state under this chapter unless in its certificate of incorporation or application for authority it designates the secre- tary of state as such agent.

§ 305. Registered agent for service of process. (a) In addition to such designation of the secretary of state, every domestic corporation or authorized foreign corporation may designate a registered agent in this state upon whom process against such corpo- ration may be served. The agent shall be a natural person who is a resi- dent of or has a business address in this state or a domestic corpo- ration or foreign corporation of any type or kind formed, or authorized to do business in this state, under this chapter or under any other statute of this state. (b) Any such designation of a registered agent may be made, revoked or changed as provided in this chapter. (c) A registered agent may resign as such agent. A certificate, enti- tled "Certificate of resignation of registered agent of .......... (name of designating corporation) under section 305 of the Business Corporation Law", shall be signed by him and delivered to the department of state. It shall set forth: (1) That he resigns as registered agent for the designating corpo- ration. (2) The date the certificate of incorporation or the application for authority of the designating corporation was filed by the department of state. (3) That he has sent a copy of the certificate of resignation by registered mail to the designating corporation at the post office address on file in the department of state specified for the mailing of process or if such address is the address of the registered agent, then to the office of the designating corporation in the jurisdiction of its formation or incorporation. (d) The designation of a registered agent shall terminate thirty days after the filing by the department of state of a certificate of resigna- tion or a certificate containing a revocation or change of the desig- nation, whichever is filed earlier. A certificate designating a new registered agent may be delivered to the department of state by the corporation within the thirty days or thereafter.

The Registered Agent may be an individual or a corporation; provided that such individual or corporation must maintain a Registered Office within the State of New York. A corporation that is designated as Registered Agent for another corporation must either be a New York corporation or a corporation that is registered o do business in the State of New York.

At the time of Incorporation, the Registered Agent must execute an acceptance of its appointment as a Registered Agent and that the Registered Agent is familiar with and accepts responsibilities as Registered Agent.

Your freeUScorporation E-Book self generates the Registered Agent acceptance as an attachment to the Articles of Incorporation. The Registered Agent must sign this statement and it should be submitted to the Secretary of State attached to the Articles of Incorporation.

Under New York Law, the Registered Agent agrees to accept service of legal process on the Corporation.

The registered agent of a domestic corporation may change his or her own address on file with the Department of State by filing a Certificate of Change of Address of Registered Agent pursuant to Section 805-A(b) of the Business Corporation Law. The form for filing may be purchased from a legal stationery store in New York State or may be drafted by the filer by following the requirements of Section 805-A(b) of the Business Corporation Law. Unless a preprinted form is used, the certificate must be enclosed in a white cover sheet that sets forth the title of the document and the name and address of the individual to whom the receipt for the filing should be mailed. The completed Certificate of Change, together with the statutory fee of $5, should be forwarded to the New York State Department of State, Division of Corporations, 41 State Street, Albany, NY 12231.