Startups Stack Exchange Archive

Help me understand this form language when filing for LLC

What exactly is the following line of the contract asking?

The Secretary of State is designated as agent of the limited liability company upon whom process against it may be served. The address within or without this state to which the Secretary of State shall mail a copy of any process against the limited liability company served upon him or her is:

Filling out form: http://www.dos.ny.gov/forms/corporations/1336-f.pdf

Answer 5926

Answer

They want you to enter a mailing address.


Explanation

Process in that paragraph stands for “process service.” A “process server” is what they call the person who hand-delivers the law suit papers to you. That’s required by law to initiate a law suit. (They might or might not also choose to say something like, “You have been served.” But that’s not necessarily required. They do it in books and movies for dramatic effect.)

So the paragraph says that if somebody wants to sue your company, they can do so by serving papers to the Secretary of State of New York.

Then, in the blank that follows where you cut off your question, you are supposed to enter the address where the Secretary of State can mail you a copy of the law suit papers.

This is necessary so that people will have a way to sue your company even if you move out of state or become difficult to otherwise locate.


Be careful

The address you enter could be your home, or your attorney or CPA or anywhere you feel comfortable receiving law suit papers.

You will usually have a short period of time to respond to a law suit. Less than 3 weeks is common. (Otherwise, you might forfeit your case!) So you want to choose the address carefully knowing that the mail will be opened in a timely fashion and won’t go unopened.


Disclaimer

I am not an attorney. I am not your attorney. Do not follow anything I say if you have a legal issue. Consult a real attorney to advise you. Do not take legal advice from strangers over the internet.


All content is licensed under CC BY-SA 3.0.