What is a Registered Agent?

What is a Registered Agent

 

registered agent is a person or company that is your official point of contact with the state to receive important legal documents on behalf of your corporation or LLC. These documents include the following:

  • Annual reports or statements
  • Tax documents sent by the state’s department of taxation
  • Service of process—sometimes called Notice of Litigation, which initiates a lawsuit 
  • Wage garnishment notices
  • Subpoenas

In some states, a registered agent may be known as a statutory or resident agent, or an agent for service of process. The location of the registered agent is known as the corporation’s or LLC’s registered office.

Do I Need a Registered Agent for My LLC or Corporation?

Every LLC or corporation (regardless of whether it is taxed as an S corp or C corp) is required by law to have a registered agent and registered office in the state where it was formed. If it expanded its business into other states and is registered to do business (through a transaction called foreign qualification), it will have to have a registered agent and office in those states too.

The registered agent’s address (the registered office) must only be used for the receipt of official documents, typically those pertaining to taxes and lawsuits. If, for example, you are filling out an application that asks for the business’ principal place of business or other location where business is actually being conducted, you cannot use the registered agent’s address (unless, of course you have chosen to appoint a registered agent and registered office located at an actual place of business).

A registered agent may also be necessary if you are doing business overseas without being incorporated.

What Happens If You Don’t Have a Registered Agent?

Every corporation and LLC has to set forth the name of its initial registered agent and address of its initial registered office or the state will not file its Articles of Incorporation or Articles of Organization. Once formed, the corporation or LLC is required to continually maintain a registered agent and office and notify the state of any change of agent or the agent’s address.

Not maintaining a registered agent and office, or not keeping the information on file with the state up-to-date, can lead to serious consequences.

For example, critical information may not reach your business. If someone sues you (however frivolous the charge), and you don’t have a registered agent in place to receive the summons, the person suing you may be able to serve you by other means—such as by serving the Secretary of State—that may not provide you with actual notice. The lawsuit can then continue without you and a default judgment could be entered against your company.

Another snag is that without a registered agent, your business may also lose good standing with the state. Non-compliance with the registered agent and registered office requirement may itself be grounds to fall out of good standing. And because annual report and franchise tax notices may be sent to the registered agent, if the state does not have the right agent and address on file, those documents may not be received by the company—which can also lead to a loss of good standing. This can damage your company’s ability to obtain financing or grow your business, prevent it from expanding into other states, and prevent the company from bringing a lawsuit in the state.

Lastly, without a registered agent your state may impose fines and penalties for noncompliance. Of course, if you don’t have a registered agent to receive such official notices, you may not even be aware of the situation. And the sanctions and costs pile up.

Registered Agent Requirements

There are certain requirements a company’s registered agent must meet and rules about who can be a registered agent and how the registered agent’s information is treated.

Availability and physical address 

  • The registered agent must be available during normal business hours and have a physical address in the state of incorporation, formation or qualification. Post office boxes and private rented mailboxes are not allowed.
  • The registered agent requirement is a convenience to the public in that anyone can determine through state records how to contact the corporation or LLC. But it is also a benefit to the corporation or LLC in as much as legal documents intended for the company will not go astray, causing the firm to miss critical deadlines or fail to respond to lawsuits.

Address is publicly-accessible

  • Additionally, the name of every corporation’s and LLC’s registered agent and address of its registered office is a matter of public record. Anyone can search the state’s records (generally available on the filing office’s website), and obtain that information. A company’s formation and foreign qualification documents filed with the state are publicly accessible as well.

If a state does not require a company’s principal office address on formation or qualification documents, the registered agent’s address is the only address on file with the state for that company.

Can I Be My Own Registered Agent?

Individuals can act as a registered agent for a corporation or LLC. For example, if you have a physical address in the state where you form your corporation or LLC, you could name yourself as the agent.

You could not, however, name your new company as its own registered agent. With very few exceptions the state laws do not allow a corporation or LLC to name itself as registered agent.

What Are the Reasons for Using a Professional Registered Agent Service?

Many start-ups and new businesses choose an owner or employee to serve as their registered agent only to realize too late the burden and responsibility of maintaining compliance. They may not realize that the registered agent and office must be available during business hours—which could be a problem when the owner or employee is away from the office or the office is closed for some reason.

If the person acting as registered agent leaves, dies, retires, etc., a new registered agent must be appointed within a short period of time. Or if the company’s place of business is the registered office, and it moves, the state must be notified of the new address. Failure to update the state constitutes non-compliance with the statute.

If a professional registered agent is used, this alleviates the concern of the registered agent not being there or having to worry about keeping the registered agent and office information up-to-date.

Another advantage is that a professional registered agent has expertise in handling the documents served on or sent to them. They can make sure these documents get into the hands of the right people and in a timely manner.

What Does a Professional Registered Agent Service Do?

Another advantage of using a professional registered agent service provider to fulfill the statutory requirement is that these companies can help you stay on top of other important compliance obligations. Typical services include -

  • Reminders of upcoming compliance requirements and deadlines, such as the due dates for the annual report required by your state of incorporation, formation or qualification, as well as for state franchise tax filings
  • Help in managing important corporate records and documents
  • Secure, online access to important documents
  • Monitoring your company's status in the state(s) where it is registered
  • Assisting with other transactions your company may make during its life cycle like amendments, mergers, conversion, qualifications and dissolution
  • Assistance in obtaining and maintaining business licenses and permits and assumed names (DBA or “doing business as”)

BizFilings is the destination for small businesses to make their business official. To learn more about our registered agent and other services, call us at 855-300-7729.

Assign a Registered Agent

$149 for 1 year

Includes alerts for franchise tax and annual report filing due dates.