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I understand from Wikipedia that many states in the US require that companies have a designated agent in each jurisdiction where they do business to accept service.

It seems that at least in some states, such as New York, the secretary of state is required to be the agent on which process is served.

(a) The secretary of state shall be the agent of every domestic limited liability company that has filed with the department of state articles of organization making such designation and every foreign limited liability company upon which process may be served pursuant to this chapter. (b) No domestic or foreign limited liability company may be formed or authorized to do business in this state under this chapter unless its articles of organization or application for authority designates the secretary of state as such agent.

What I haven't been able to figure out is what this accomplishes, assuming the LLC itself is in New York - why can't I accept service at my business address, or my lawyer's address, etc?

I find the situation rather confusing in light of the fact that in New York, personal service is required for some family law issues.

  • Do corporations regularly get involved in family law issues? (serious question) – cpast Jun 25 '15 at 18:35
  • @Cpast I suspect not, though that could be another question, can I designate my lawyer as a service agent for family law in New York. – dsolimano Jun 25 '15 at 19:50
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What does it accomplish? It guarantees that all corporations doing business in New York can be served.

(A company's having an agent for the service of process does not prohibit people from serving the corporation directly. The secretary may be "the agent upon which process may be served" but is not "the sole agent upon which process must be served." And besides, process need not be served on an agent; it can be served on the company itself, at its office or on one of its officers.)

With this requirement, New York makes it impossible for a company to avoid service of process by closing or moving its offices, by sending its officers and employees out of state, or by making itself unavailable by any means. No matter what steps a company might take to avoid service of process, the process server can always resort to serving the company's agent: the Secretary of State.

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In a state, the secretary of "state" (interior, actually), is a registrar with which all corporations in the state must register. As a result, the secretary of state is the person/entity that has access to all corporations, and with whom all corporations must interact in order to derive their status as corporations in that state. That would be why serving the secretary of state "qualifies" for service. Allowing the secretary of state to be served (on behalf of the corporation) means that a corporation doing business in New York can always be served.

  • Sure, but I'm not asking why he qualifies, I'm asking why the law says he's the only one who is qualified, and I can't say someone else is qualified when I form my LLC. – dsolimano Jun 25 '15 at 14:32
  • @dsolimano the law doesn't disqualify other agents. It says the Secretary of State must be "the agent" but not "the sole agent." It also says "upon which process may be served," not "must be served." – phoog Jun 25 '15 at 19:56

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