Was Your Business Served Through the Secretary of State?

For many New York corporations and LLCs, a lawsuit arrives as a forwarded envelope from the Department of State. By then, the clock is already running.

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How Service Through the Secretary of State Works.

The Secretary of State is the agent for service of process of New York corporations and LLCs. Under Business Corporation Law 306(b) for corporations, and Limited Liability Company Law 303 for LLCs, a plaintiff can serve the business by delivering duplicate copies of the papers to the Department of State in Albany, or by submitting them electronically if the business has an email address on file. Service is complete when the Secretary of State is served or accepts the electronic submission. The Department then mails a copy by certified mail to the address the business has on file, or emails a notice to the email address on file.

Why Businesses Miss These Lawsuits.

The address on file is often years old: a former office, the accountant who formed the company, or a formation service. The papers go there, and the business may never see them. The deadline does not wait. Under CPLR 320(a), a defendant served through a state official authorized to receive service has 30 days after service is complete to appear.

If a Default Judgment Was Entered.

Two rules often matter here. CPLR 3215(g)(4) requires a plaintiff seeking a default judgment against a corporation served under Business Corporation Law 306(b) to mail an additional copy of the summons to the corporation's last known address at least 20 days before judgment is entered. And CPLR 317 allows a defendant that was not personally served, and did not personally receive notice in time, to defend within one year after learning of the judgment, and never more than five years after entry, if it has a meritorious defense. See vacating a default judgment against a business.

How to Protect Your Business.

Check the address and email address your business has on file with the Department of State, and keep them current. If papers from the Department of State arrive, treat the date of service as already passed and call a lawyer the same day. See what to do in the first 20 days.

Frequently Asked Questions

What does it mean if my business was served through the Secretary of State?

The plaintiff delivered the lawsuit to the New York Department of State, which acts as the agent for service of process of New York corporations and LLCs. Service is complete at that point, and the Department forwards a copy to the address or email on file.

How long does my business have to respond after service through the Secretary of State?

Under CPLR 320(a), 30 days after service is complete, which is when the Secretary of State is served, not when your business receives the forwarded copy.

What if the Department of State mailed the papers to an old address?

The service may still be valid. If a default judgment was entered, CPLR 317 and CPLR 5015 may allow the business to defend, and for corporations the plaintiff must also have made the additional mailing required by CPLR 3215(g)(4).

How can I make sure my business receives lawsuits served on the Secretary of State?

Keep the address and email address on file with the Department of State current.

Why the Courtroom Matters.

I have practiced in New York for 28 years, and my office is in New York Supreme Court every week, in all five boroughs and in Nassau, Suffolk, and Westchester. I know how the parts run and what the judges expect, and that shapes every paper and every conversation about settlement from the first day.

When you contact me, I run a conflict check first. If I can take the case, I will tell you plainly where things stand, what the deadlines are, and what it will take.