Business entities come in all shapes and sizes. No more just a corporation, a partnership, or a limited partnership. LP’s. LLP’s. LLC’s PLLC’s. All kinds of legal business structures now exist. And that’s fine.
In some states, any business entity, a company of some kind, created in the state or authorized to do business in the state, must designate a registered agent, within that state, that can receive service of process. In other states, like New York, designating a registered agent is an option.
As we all know, as a general rule civil process can be served upon a business at the company’s office. However, sometimes that is just not possible. In those cases, process can be served, directly and without any further permissions needed, at the office of the registered agent and that is often a very easy thing to do. The good news is that service upon the registered agent is tantamount to service upon the company directly. That means the time for the company to appear or answer in your action is the same as if you had served your process at the business office.
But what if you can’t serve by delivery to the registered agent? What then?
Fear not. In that situation, one option is to serve by delivery to the state’s Dept. of State. Sure there are rules and restrictions, like the court of venue needs to be cited within that state. But this method is often an efficient, lesser cost, and legally proper, service.
Today, though, we’re here to discuss the unique problem of service upon a company in New Jersey. If you can’t serve at the company’s office or upon the registered agent, you serve by delivering the documents to the office of the New Jersey Division of Revenue and Enterprise Services in beautiful downtown Trenton. That’s the easy, and stress free, part.
Let’s first understand one thing: When serving a business by delivery to the Secretary of State (even if called the Div. of Revenue), the date of service is NOT the date on which you have submitted the documents. No, no. The date of service is the date that that office has ACCEPTED the documents. Now, in New York it’s true that the documents must be hand delivered at the Dept. of State’s office in Albany, NY. In New Jersey, there is no such requirement to deliver by hand in Trenton. But caveat emptor, my dear reader. Caveat Emptor. New Jersey has a problem. Here it is.
Documents sent by mail to the Division are delivered to a warehouse. There is a time drag of days, possibly even weeks, before your documents are delivered to the small “unit” that handles service of process for the Division of Revenue. And if you try to get a confirmation that that “unit” has received your documents, you may find yourself frustrated and annoyed. OK, you WILL find yourself frustrated and annoyed. And who wants to be frustrated and annoyed? You call the division on the telephone but you can’t reach anyone in that “unit.”
If you plan to hand deliver the documents to their office in beautiful downtown Trenton, then that’s fine. But don’t expect anyone there to look at the documents and give you the ‘ol “OK” that everything is in order. Nope. They don’t do that.
Funny story: A major law firm mailed a state court subpoena to the Division of Revenue to be served upon a New Jersey LLC after efforts to serve at the business office and at the registered agent’s office were unsuccessful. After weeks of frustration and annoyance in their efforts to follow up with the Division, they arranged to deliver another set to the Division by hand, which they did. After more weeks of no contact from the Division, I delved in to ascertain what was going on.
As it happens, the “unit” never got the subpoena for service. Division staff mistook the subpoena as a request to the Division itself for records concerning the LLC that the Division may have had. Which, of course, was ludicrous. The subpoena had been shunted off to the office of the NJ Attorney General to get approval to respond to the subpoena. Which of course was even more ludicrous. Clearly nobody had read the subpoena nor the cover letter from counsel with directions that the entity to be served was the LLC. The LLC was the witness, not the Division of Revenue. We did get this all cleared up. And the staffer from that “unit” was understanding and helpful (and no, I’m not going to give you her contact info). But this is far from the only nightmarish case I’ve heard of. New Jersey appears to have a real problem with openness and information flow, to say the least.
Of course, plan b is to, instead of service by delivery to the Division of Revenue, find the residence of any member or officer of the business entity you want to serve and serve that person at their residence. It may take a bit more expense to locate their residence and serve there, but that’s probably going to be better, and less stressful, than the frustration and annoyance of dealing with New Jersey’s Division of Revenue and Enterprise Services. Just a suggestion.