When filing a new limited liability company in New York, the question often comes up, “Does my LLC need a physical office in New York?” The short answer is, “No”. The longer answer is a bit more complicated.
While the question as to whether an LLC (or any company) needs an office in New York (or any other state) generally depends upon the specific needs and requirements of that particular business. Certainly, there are many businesses that do not require physical office space in this day and age, especially in this pandemic and post-pandemic world. Remote access has become very common and enables many companies to benefit financially from the decrease of expenses related to rent, utilities and other office necessities. So, the need to have a physical office is determined by the needs of the company itself.
However, for legal purposes, a company must still exist somewhere. In addition, when a company files organization documents with most states, those states will require that the company have a physical address to which any service of process or other official correspondence may be served or sent. That address generally does not have to be the company’s physical location or office address, so long as there is a street address to which such process or correspondence may be sent. In New York State, however, there is no requirement that a company maintains a physical address within the state. The Department of State can act as an agent to which any service of process or other official correspondence may be sent, so long as the State has some address to send those documents. That address does not have to be a street address and it does not have to be located within New York. So, again, the short answer to the question as to whether an LLC needs a physical office in New York is “No”. But the answer still does not end there.
In New York, there is a requirement that any LLC filed in the state must publish a notice in the county in which it is located. So how would a company that has no physical office within the State accomplish this? While the statute does not specifically address this issue, it has been generally accepted that publication may be made in the county in which the entity is filed. In the case of New York, that would be Albany County, the location of the Department of State. Ideally, if the owner of the LLC has a personal address within the state, that would be an option for a place to publish notice, but the statute does not require it (or even address it) and, if the owner is not even located within the State of New York, the options are even more limited.
So, the question as to whether an LLC needs a physical office in New York may be answered as many things in the law are answered – “It depends”.