In order to be subject to process in the state of New York, a corporation must name the Secretary of State as its agent. This is a requirement in certain states, including the state of New York. Business owners may find this idea concerning because the Secretary of State, a deputy, or anybody else authorized by the secretary to receive process is considered to have received “complete” service. This matters because after service is complete, the time limit for the corporation to reply to the documents served on it by sending them to the office of the Secretary of State begins to run.

With only 30 days “after service is complete” on the Secretary of State to submit an answer, the corporate defendant in New York has little time to retain legal counsel and prepare an adequate response. After the Secretary of State or an employee of the Secretary’s office receives service, the Secretary must immediately send a duplicate of the documents to the corporation at the post office address recorded with the state department for that purpose via certified mail with return receipt requested. Therefore, a few important days out of the thirty will already have passed due to the mailing process alone, even if the secretary of state’s office fulfills its duty and “promptly” sends the documents to the business via U.S. mail. Considering the bureaucracy in the system, it’s likely that another day or two will pass before the Secretary of State (the official responsible for serving process on behalf of over one million domestic and authorized foreign entities registered with the department of state) sends the documents to the corporation. At that point, the corporation may only have around three weeks to respond to the complaint.

No domestic or foreign corporation can be formed or authorized to do business in New York unless the secretary of state is named as the agent for service of process in its certificate of incorporation or application for authority. Consequently, no corporation doing business in New York can avoid having the secretary of state serve as its agent for service of process. At the corporation’s discretion, however, it may appoint a registered agent in New York to serve as an extra agent if the corporation is worried about the speed with which it will receive process. A domestic corporation founded in New York, or a foreign corporation allowed to conduct business in New York may serve as the designated agent, or it might be a natural person residing or having a business address in New York. It is possible for a corporation to get process more swiftly if it names a New York registered agent; however, this is contingent upon the plaintiff’s decision to serve the agent rather than the secretary of state. One drawback is that if the corporation wants to use an outside corporation as its resident agent in New York, it will have to pay more money.