To change your registered agent in New York, file a Certificate of Change with the Department of State and pay a $30 filing fee. Corporations and LLCs use different versions of the form, but the process is otherwise the same. Most filings are completed within a few weeks by mail, or the same day if you pay for expedited handling.
Download the Right Form
The Department of State publishes separate Certificate of Change forms for corporations and LLCs, and using the wrong one will get your filing rejected. The corporation form is on the DOS page for domestic business corporations,1Department of State. Certificate of Change for Domestic Business Corporations and the LLC form is on the page for domestic limited liability companies.2Department of State. Certificate of Change for Domestic Limited Liability Companies
Corporations file under Section 805-A of the Business Corporation Law.3New York State Senate. New York Business Corporation Law 805-A – Certificate of Change Contents LLCs file under Section 211-A of the Limited Liability Company Law.4New York State Senate. New York Limited Liability Company Law Article 2 – 211-A
What Goes on the Certificate
Before filling anything in, check your business’s exact name and formation date against the Department of State’s online Corporation and Business Entity Database. The name and the date of incorporation (or date the articles of organization were filed, for LLCs) must match DOS records exactly, or the filing will be rejected.1Department of State. Certificate of Change for Domestic Business Corporations
The certificate itself asks for:
- Your business name (and former name, if it has changed)
- The date your certificate of incorporation or articles of organization were filed
- The specific change, meaning the new registered agent’s name and New York address
- How the change was authorized (for corporations, whether the board of directors approved it)
Under New York law, a registered agent has to be either a natural person who resides or has a business address in New York, or a corporation (domestic or foreign) authorized to do business in the state.5New York State Senate. New York Business Corporation Law 305 – Registered Agent for Service of Process A member or officer who lives or works in New York can serve, and so can a professional service. Professional registered agent companies typically charge between $50 and $350 per year. Whoever you choose, they need to actually be available at the address on file, because missed service of process can turn into a default judgment before you know a suit exists.
Fees and How to File
The filing fee is $30 when the business itself files.6New York State Department of State. Fee Schedules If the change is only to the registered agent’s address and the agent files on the business’s behalf, the fee drops to $5. In that case the certificate must include a statement that the agent mailed notice of the proposed change to the business at least 30 days before filing and the business did not object.3New York State Senate. New York Business Corporation Law 805-A – Certificate of Change Contents
Send the completed form to the Department of State at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231, or file in person at the same Albany office.7New York State Department of State. Contact Us Payment can be made by money order or by credit card (MasterCard, Visa, or American Express); credit card payments require a Credit Card/Debit Card Authorization Form with your mailing.
Expedited processing is available for an added fee: $25 for 24-hour handling, or $75 for same-day handling.6New York State Department of State. Fee Schedules Keep a copy of everything you submit.
If Your Registered Agent Resigns
A registered agent can end the relationship by filing a Certificate of Resignation with the Department of State. Once that certificate is filed, you have 30 days to designate a replacement by filing your own Certificate of Change.5New York State Senate. New York Business Corporation Law 305 – Registered Agent for Service of Process The resigning agent is required to mail you a copy of the resignation certificate at the process address the Department of State has on file, so you should receive notice.
Miss the 30-day window and you won’t have a registered agent on record. Service of process is still valid through the Secretary of State, so lawsuits can still reach you, but you lose the faster, direct notification a registered agent provides.
What the Biennial Statement Does Not Do
The biennial statement lets you update the address where the Secretary of State mails copies of process, and doing it that way costs only $9.8Department of State. Biennial Statements for Business Corporations and Limited Liability Companies It does not change your registered agent. To designate a new agent, change an agent’s address, or revoke a designation, you still need a Certificate of Change.
Why Keeping This Current Matters
The Department of State forwards process to whatever address is on file. If your agent has moved, resigned, or the address is stale, legal documents can arrive somewhere you’ll never see them, and a court can enter a default judgment against your business without you ever getting the chance to respond.8Department of State. Biennial Statements for Business Corporations and Limited Liability Companies A $30 filing prevents that.