When Is a Change of Registered Agent Required in New York?
A filing entity in New York must file a Certificate of Change with the Department of State whenever it wishes to designate, change, or revoke a registered agent, update the address of its registered agent, or change the post office address to which the Secretary of State mails copies of process. Under the New York Business Corporation Law (N.Y. Bus. Corp. Law) § 805-A, a domestic business corporation accomplishes any of these changes by delivering a signed Certificate of Change to the Department of State. Parallel provisions govern limited liability companies under the New York Limited Liability Company Law (N.Y. Ltd. Liab. Co. Law) § 211-A, limited partnerships under the New York Revised Limited Partnership Act (N.Y. Rev. Lim. P’ship Act) § 121-202-A, not-for-profit corporations under the New York Not-for-Profit Corporation Law (N.Y. Not-for-Profit Corp. Law) § 803-A, and limited liability partnerships under N.Y. P’ship Law § 121-1500(j-1).
Every domestic and foreign filing entity that has designated a registered agent is required to keep that designation current in the records of the Department of State. A registered agent serves as the entity’s designated recipient for service of process in addition to the Secretary of State, who acts as the statutory agent for all domestic and authorized foreign entities. When the registered agent’s information becomes outdated — whether because of resignation, relocation, or a voluntary switch to a new agent — the entity must promptly file a Certificate of Change to correct the public record.
The following circumstances require a change filing:
- The current registered agent resigns from the appointment.
- The current registered agent moves and is no longer at the address on file.
- The entity voluntarily selects a different registered agent or a professional registered agent service.
- The registered agent is no longer available at the registered office during normal business hours.
- The agent no longer consents to serve.
- The entity’s process mailing address changes and needs to be updated.
New York does not distinguish between voluntary and involuntary changes — the same Certificate of Change form is used regardless of the reason.
Grounds for Changing Your Registered Agent in New York
The most common grounds for filing a Certificate of Change with the New York Department of State involve either a change in the identity of the registered agent or a change in the address information on file. In every case, the entity files the same Certificate of Change form for its entity type — there is no separate “change of agent” versus “change of address” form when the entity itself is doing the filing.
| Ground | Filing Required |
| Registered agent resigns | Entity files a Certificate of Change to designate a new agent — DOS-1556-f (domestic business corp.), DOS-1359-f (domestic LLC), DOS-1562-f (domestic not-for-profit), DOS-1388-f (domestic LP); resigning agent files Certificate of Resignation of Registered Agent |
| Registered agent relocates out of state | Entity files a Certificate of Change to designate a new agent — same forms as above by entity type |
| Registered agent’s address changes | Entity files a Certificate of Change to update the address, or agent files a Certificate of Change (by agent) — DOS-1672-f (domestic business corp.), DOS-1375-f (domestic LLC), DOS-1393-f (domestic LP) |
| Entity switches to a professional registered agent service | Entity files a Certificate of Change to designate the new agent — same entity-filed forms as above by entity type |
| Registered agent no longer available during business hours | Entity files a Certificate of Change to designate a new agent — same entity-filed forms as above by entity type |
| Registered agent no longer consents to serve | Entity files a Certificate of Change to designate a new agent — same entity-filed forms as above by entity type |
| Entity’s process mailing address changes | Entity files a Certificate of Change to update the address — same entity-filed forms as above by entity type |
The entity’s registered agent information is part of the public record maintained by the Division of Corporations and is searchable by anyone. Outdated or inaccurate information should be corrected promptly by filing the appropriate Certificate of Change to ensure the entity remains reachable for service of process.
New York Registered Agent Change Requirements
Before filing a Certificate of Change, the entity must confirm that the new registered agent meets the eligibility requirements under New York law and that the registered office address satisfies the statutory standard.
Eligibility of the New Registered Agent
- Option A — Organization: A domestic corporation or foreign corporation of any type or kind formed or authorized to do business in New York, or a domestic or authorized foreign limited liability company. The filing entity itself cannot serve as its own registered agent.
- Option B — Individual: A natural person who is a resident of New York or has a business address in New York. Under N.Y. Bus. Corp. Law § 305(a), the agent must be “a natural person who is a resident of or has a business address in this state” or a qualifying entity. The same standard applies to LLCs under N.Y. Ltd. Liab. Co. Law § 302(b).
Registered Office Address
The registered agent’s street address must be a physical address in New York where service of process can be personally delivered during normal business hours. A P.O. Box alone does not satisfy this requirement. The Department of State’s records must reflect a street address for the registered agent, and that address is distinct from the post office address to which the Secretary of State mails copies of process served upon the Secretary of State.
Consent of the New Registered Agent
New York does not require the filing of a separate consent form with the Department of State. However, the new agent must consent to the designation before the Certificate of Change is filed. By signing the Certificate of Change and delivering it to the Department of State, the entity’s authorized representative affirms that the designated agent has agreed to serve in that capacity.
Execution
The Certificate of Change must be signed by an authorized person on behalf of the entity. For a business corporation, the certificate must be signed by an officer, director, or duly authorized person. For an LLC, it must be signed by a member, manager, or authorized person. The certificate does not need to be notarized.
How to File a Statement of Change of Registered Office/Agent
The change is made by filing a Certificate of Change with the New York Department of State’s Division of Corporations. Each entity type uses a specific Certificate of Change form that references the governing statute for that entity type. For a domestic business corporation, the form is DOS-1556-f — Certificate of Change Under Section 805-A of the Business Corporation Law. For a domestic LLC, the form is DOS-1359-f — Certificate of Change Under Section 211-A of the Limited Liability Company Law.
The Department of State provides preprinted forms for most entity types, but filers are not required to use the state-prepared forms. The certificate may be drafted by the filer following the statutory requirements, or forms available at legal supply stores may be used. The Department of State recommends that all legal documents be prepared under the guidance of an attorney.
Each Certificate of Change requires the following information:
- Entity name: The exact legal name of the entity as it appears in the Department of State’s records. If the name has been changed, include the name under which the entity was originally formed.
- Date of formation or authorization: The exact date the entity’s certificate of incorporation, articles of organization, certificate of limited partnership, or application for authority was filed by the Department of State.
- Changes effected: Check the applicable statement on the form — designating a new registered agent, changing the address of the registered agent, changing the process mailing address, revoking the designation of a registered agent, or changing the county location.
- New agent information: If designating a new registered agent, provide the agent’s name and street address in New York.
- Signature: The certificate must be signed by an authorized person for the entity.
- Cover sheet: Include the Document and Certificate Cover Sheet (DOS-2183-f) with the filer’s contact information.
Note: The name of the entity and the date of filing provided on the certificate must exactly match the Department of State’s records. This information should be verified using the Department of State’s Corporation and Business Entity Database before submission.
Filing Method: Online vs. Mail
The Certificate of Change is not currently available through the Department of State’s online filing system. Filings must be submitted by mail, in person at the Albany office, or by email with a Credit Card/Debit Card Authorization Form attached.
| Method | Details |
| Send the completed Certificate of Change, cover sheet, and filing fee to: New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231 | |
| In Person | Deliver to the Division of Corporations at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231, 6th Floor Customer Service Counter |
| Email the completed certificate and a signed Credit Card/Debit Card Authorization Form to corporations@dos.ny.gov |
Accepted payment methods include cash (in person only), check, money order, MasterCard, Visa, and American Express. Checks and money orders should be made payable to the Department of State. Do not send cash through the mail. All checks over $500 must be certified.
Expedited handling services are available for an additional fee: $25 for processing within 24 hours, $75 for same-day processing, or $150 for processing within 2 hours. The envelope must be marked “Expedited Processing” if requesting expedited service by mail or in person. Expedited processing fees are non-refundable and must be paid by a separate check, money order, or credit/debit card authorization.
Registered Agent Change Filing Fees by Entity Type
The filing fee for a Certificate of Change in New York varies by entity type. Not-for-profit corporations and limited liability partnerships pay lower fees than business corporations and LLCs.
| Entity Type | Filing Fee | DOS Filing Page |
| Domestic Business Corporation | $30 | Certificate of Change — Domestic Business Corporation |
| Foreign Business Corporation | $30 | Certificate of Change — Foreign Business Corporation |
| Domestic LLC | $30 | Certificate of Change — Domestic LLC |
| Foreign LLC | $30 | Certificate of Change — Foreign LLC |
| Domestic Limited Partnership | $30 | Certificate of Change — Domestic LP |
| Foreign Limited Partnership | $30 | Certificate of Change — Foreign LP |
| Domestic Not-for-Profit Corporation | $20 | Certificate of Change — Domestic Not-for-Profit |
| Foreign Not-for-Profit Corporation | $20 | Certificate of Change — Foreign Not-for-Profit |
| Domestic Limited Liability Partnership | $5 | Certificate of Change — Domestic LLP |
| Foreign Limited Liability Partnership | $5 | Certificate of Change — Foreign LLP |
There is no filing fee for the registered agent’s Certificate of Resignation (discussed below). The expedited processing surcharge is separate from and in addition to the filing fee.
Effective Date of a Registered Agent Change in New York
A Certificate of Change becomes effective upon filing by the Department of State. New York does not offer a delayed effective date or future-event effective date option for a Certificate of Change filed under N.Y. Bus. Corp. Law § 805-A or N.Y. Ltd. Liab. Co. Law § 211-A. The change takes effect the moment the Department of State files the certificate.
Immediate effect: The certificate is effective when it is filed and accepted by the Division of Corporations. The filing receipt issued by the Department of State reflects the date of filing.
Once filed, the Certificate of Change operates as an amendment to the entity’s certificate of incorporation (for corporations), articles of organization (for LLCs), certificate of limited partnership (for LPs), or application for authority (for foreign entities). No separate amendment filing is required — the Certificate of Change itself accomplishes the amendment.
Changing the Registered Agent Address Without Changing the Agent
When a registered agent changes its own address but continues to serve as agent for one or more entities, the agent may file the change directly without requiring each represented entity to file individually. New York provides a separate Certificate of Change (by agent) form for this purpose, authorized by N.Y. Bus. Corp. Law § 805-A(b) for corporations and N.Y. Ltd. Liab. Co. Law § 211-A(b) for LLCs.
The agent-filed certificate changes only the address on file — it cannot be used to appoint a different registered agent. The agent must give the entity written notice of the proposed change by mail not less than thirty days before delivering the certificate to the Department of State. The certificate must include a statement that such notice was mailed and that the entity has not objected. Under N.Y. Bus. Corp. Law § 805-A(b), “a certificate signed and delivered under this paragraph shall not be deemed to effect a change of location of the office of the corporation in whose behalf such certificate is filed.”
| Feature | Certificate of Change (by Entity) | Certificate of Change (by Agent) |
| Filed by | Entity’s officer, director, member, manager, or authorized person | Registered agent |
| Purpose | Designate, change, or revoke agent; change address; change county | Change the agent’s own address or the process mailing address |
| Can appoint a new agent | Yes | No |
| Covers multiple entities | No — one filing per entity | One filing per entity, but the agent files on behalf of each entity it represents |
| 30-day prior notice to entity | Not required | Required |
| Signed by | Entity’s authorized representative | The registered agent |
The filing fee for the agent-filed Certificate of Change is significantly lower than the entity-filed version:
| Entity Type | Agent-Filed Certificate of Change Fee | DOS Filing Page |
| Domestic Business Corporation | $5 | Certificate of Change (by Agent) — Domestic Corporation |
| Foreign Business Corporation | $5 | Certificate of Change (by Agent) — Foreign Corporation |
| Domestic LLC | $5 | Certificate of Change (by Agent) — Domestic LLC |
| Foreign LLC | $5 | Certificate of Change (by Agent) — Foreign LLC |
| Domestic Limited Partnership | $5 | Certificate of Change (by Agent) — Domestic LP |
| Domestic Not-for-Profit Corporation | $20 | Certificate of Change (by Agent) — Domestic Not-for-Profit |
Note: The agent-filed Certificate of Change must be filed separately for each represented entity. Commercial registered agent services that represent large numbers of entities should account for the per-entity fee and the 30-day advance notice requirement when planning an address change.
What Happens After the Change Is Filed
Once the Department of State files the Certificate of Change, several consequences follow:
- The entity’s registered agent and registered office information in the Division of Corporations’ records is updated immediately.
- The Certificate of Change is effective as an amendment to the entity’s certificate of incorporation, articles of organization, certificate of limited partnership, or application for authority.
- The Department of State issues a filing receipt to the filer at the email address or mailing address provided on the cover sheet. Filing receipts are mailed by first-class mail two business days after the date of filing.
- The new agent’s name and address become part of the entity’s public filing history, searchable through the Corporation and Business Entity Database.
- The former agent’s authority to receive service of process on behalf of the entity terminates.
Changing a Registered Agent for a Foreign Entity Registered in New York
A foreign entity authorized to transact business in New York is subject to the same registered agent requirements as a domestic entity. A foreign business corporation files its Certificate of Change under N.Y. Bus. Corp. Law § 1309-A, a foreign LLC files under N.Y. Ltd. Liab. Co. Law § 804-A, a foreign limited partnership files under N.Y. Rev. Lim. P’ship Act § 121-903-A, and a foreign not-for-profit corporation files under N.Y. Not-for-Profit Corp. Law § 1310.
The same eligibility requirements, consent requirements, execution requirements, and filing methods apply to foreign entities as to domestic entities. The filing fee for foreign business corporations, foreign LLCs, and foreign limited partnerships is $30. The filing fee for foreign not-for-profit corporations is $20, and the fee for foreign LLPs is $5.
On acceptance, the Certificate of Change is effective as an amendment to the foreign entity’s application for authority on file with the Department of State. The certificate must be signed by an officer, director, or duly authorized person, and the name and date of authorization must exactly match the Department of State’s records.
Frequently Asked Questions About Changing a Registered Agent in New York
How long does it take to change a registered agent in New York?
The Department of State does not publish a guaranteed processing time for routine filings. Documents are generally processed in the order received. For time-sensitive filings, the Division of Corporations offers expedited handling services at three tiers: 24-hour processing for an additional $25, same-day processing for $75, or 2-hour processing for $150. Same-day requests must be received by noon, and 2-hour requests must be hand-delivered or faxed by 2:30 p.m. Contact the Division of Corporations at (518) 473-2492 for information about current processing times.
Do I need to notify my current registered agent before changing?
New York law does not impose an obligation on the entity to notify the outgoing registered agent before filing a Certificate of Change. The change is effective upon filing by the Department of State. Many entities choose to notify the outgoing agent as a business courtesy, especially if the agent holds documents or is forwarding mail. If the outgoing agent wishes to end the relationship independently, the agent must follow the separate resignation process under N.Y. Bus. Corp. Law § 305(c).
Can I change my registered office address without changing the registered agent?
Yes. The Certificate of Change form allows the entity to update the registered agent’s address, the process mailing address, the county location, or any combination of these items without changing the identity of the registered agent. Simply check the appropriate box on the form corresponding to the address change and leave the agent-designation section blank.
What is the agent-initiated address change form and when is it used?
The Certificate of Change (by agent) is a separate filing used when a registered agent changes its own address while continuing to serve as agent for an entity. It is authorized by N.Y. Bus. Corp. Law § 805-A(b) for corporations and N.Y. Ltd. Liab. Co. Law § 211-A(b) for LLCs. The agent must mail a notice of the proposed change to each affected entity at least 30 days before filing and must certify on the certificate that the entity has not objected. This form cannot be used to appoint a different agent. The filing fee is $5 for most entity types.
Is there a penalty for not filing a change of registered agent?
New York requires every domestic and authorized foreign entity to maintain a current process address on file with the Department of State. While the failure to update registered agent information does not by itself trigger automatic dissolution or revocation, the practical consequences are severe. If the entity is unreachable at the address on file, service of process served on the Secretary of State and forwarded to an outdated address may result in a default judgment. The entity’s Biennial Statement filing obligation provides a periodic opportunity to update the process address, and failure to file the Biennial Statement will be reflected in the entity’s status records.
Can I change my registered agent and the registered office address in the same filing?
Yes. The Certificate of Change form permits changing the registered agent, the agent’s address, the process mailing address, and the county location all in a single filing. A single filing fee applies regardless of how many changes are included in the certificate.
What happens if my registered agent resigns?
A registered agent may resign by filing a Certificate of Resignation with the Department of State. Under N.Y. Bus. Corp. Law § 305(c), the agent must send a copy of the certificate of resignation by registered mail to the entity at the process address on file — or, if that address is the agent’s own address, to the entity’s office in its jurisdiction of formation. The resignation becomes effective 30 days after the Department of State files the certificate. The entity may file a Certificate of Change designating a new registered agent within the 30 days or any time after. There is no filing fee for the Certificate of Resignation.
Does the new registered agent need to sign the change form?
No. The Certificate of Change is signed by the entity’s authorized representative — an officer, director, member, manager, or other authorized person, depending on entity type. The new registered agent does not sign the form. However, by signing the certificate and delivering it to the Department of State, the entity’s representative affirms that the named agent has consented to serve.
Can I use a P.O. Box for the new registered office address?
No. The registered agent’s address must be a physical street address in New York where service of process can be personally delivered. A P.O. Box does not satisfy this requirement. The process mailing address (the address to which the Secretary of State mails copies of process) may be any valid mailing address, but the registered agent’s own address on the certificate must be a street address.
Is the filing fee the same whether I file online or by mail?
The Certificate of Change is not currently available through the Department of State’s online filing system. The filing must be submitted by mail, in person, or by email with a Credit Card/Debit Card Authorization Form. The filing fee is the same regardless of submission method — $30 for most entity types, $20 for not-for-profit corporations, and $5 for limited liability partnerships. There is no credit-card surcharge.