Most business entities in the United States are created under state law. These laws generally require Limited Liability Companies, Limited Partnerships, and Corporations to be present within the state in which they operate. Such companies are expected to provide an address when filing business registration paperwork. That way, the Secretary of State (or designated business registration agency) and other government agencies can legally correspond with them.
Depending on the state, businesses must meet one or two address requirements when filing formation documents, including providing a principal office address and a registered agent‘s address for receiving legal documents. In some states, a business must provide both.
Information on designated business registration agencies in each of the 50 states and Washington, DC can be found here:
Is a Registered Agent Required in the US?
States in the U.S. adopt different practices regarding registered agents:
- Mandatory filing for Domestic and Foreign Companies: Many states, including Florida, Michigan, and Illinois, make it compulsory to have a registered office and registered agent. Whether a company is domestic or foreign, its incorporator(s) or organizer(s) must provide a resident agent’s name and registered office address on formation papers.
- Optional filing for Domestic and Foreign Entities: Some states, such as Pennsylvania, have statutory provisions that make the “registered agent” requirement optional. If provided on formation paperwork, a company’s principal address or business premises can be its legal address in the state.
- Secretary of State as Resident Agent: New York law establishes that Corporations and LLCs must designate the Secretary of State as their default agent to receive legal and business mail. They must provide a post office address (in or outside the state) where the SOS will forward official documents. They can also provide an email address to that effect. However, they can attach a statement indicating their resident agent, who can receive service of process on their behalf. In other states, such as Ohio, the Secretary of State may act as an agent if a process server does not find a registered agent at the address provided on a company’s formation paperwork.
What Is a Registered Agent?
The term “resident agent” refers to a business entity or individual designated by corporations and LLCs as a legal contact point for receiving official correspondence in compliance with state laws. Some states use different terminologies, such as Statutory Agent (Ohio and Arizona), Agent of Service of Process (California), and Commercial Registered Office Provider (Pennsylvania).
Registered agents typically receive essential legal and official documents on behalf of the companies they represent and, in most states, provide an official presence for a business. Documents that registered agents receive for their designators include service of process (when the business is a party in a lawsuit), tax forms, processed business filings, and annual report notices.
Types of Registered Agents
Registered agents can be classified according to how they are hired and the kind of entities they are.
Commercial Registered Agents
Commercial registered agents are registered businesses that offer “registered agent services.” They represent companies, collect and forward legal or critical correspondence, and maintain office locations/addresses for a fee.
Some also offer different services, including the following:
- Virtual Business Addresses: Virtual addresses are physical street addresses where businesses can receive general mail. One can also use the virtual address as an official business address without physically occupying the space.
- Virtual Office: A virtual office can mean a 100% online office that facilitates remote work or a physical space used by a business but managed by a third party. The arrangement helps businesses maintain a physical presence in a jurisdiction without running an office themselves. Depending on the package, virtual offices can have receptionists, receive regular business mail, and host clients.
- Virtual P.O. Box: This service can receive business or personal mail. However, most states do not allow companies or registered agents to provide only a P.O. box on formation documents to receive legal correspondence.
Individual Resident Agent
LLCs and Corporations can use residents as their registered agents in most states. This measure is often more cost-effective, especially for small businesses. Businesses can use friends or close relatives as resident agents, especially if the state prohibits a company from representing itself and makes it compulsory to have a commercial registered agent.
Some companies can designate a director, shareholder, or member as their registered agent (in states where it is allowed). Also, a company may stand in as its registered agent if state law permits. That way, the firm’s principal address can receive legal documents.
What Does a Registered Agent Do?
Electing a registered agent is not done solely to check a box or adhere to state regulations. Registered agents have critical responsibilities that help companies function optimally in a jurisdiction. Depending on the state, there are limits to what agents can do and the services they can provide. However, the following are the general roles of registered agents in the United States:
- Providing a Physical Address: In many jurisdictions, a registered agent must provide a physical address (not a P.O. box) where state agencies and courts can reach them during business hours. This provision ensures that process servers can complete their duties efficiently when necessary.
- Receiving Service of Process: A registered agent is a business’s point of contact to receive service of process when the company is engaged in a lawsuit. A service of process is a legal procedure where a court or litigant notifies a company about a civil or criminal suit, usually through a document called a summons. The address will also receive other judicial documents, such as motions, court notices, and subpoenas.
- Receiving Government Notices: Registered agents often receive important government documents on behalf of a business. These documents may include notices from the Secretary of State, tax forms from the revenue department, information from local governments such as counties and municipalities, and other official government notices.
- Receiving Compliance Information: Companies must often comply with various regulations and standards. Depending on the type of business and jurisdiction, a registered agent may receive compliance information and updates from industry bodies and even unions.
- Managing and Organizing Documents: Registered agents may also help organize and maintain important company documents and keep track of filing deadlines to ensure a business maintains its good standing with the state.
- Filing Paperwork: Most states require registered agents to file paperwork with the Secretary of State or other designated business agency in certain situations, including:
- When they start representing a new company
- When they stop representing a business
- When they change their address
LLC Registered Agent
Limited Liability Companies (LLCs) are stand-alone business entities that can be sued. These entities are treated separately from their owners (called members). Every state has a registered agent requirement for LLCs. These agents receive legal documents on behalf of the companies they serve and provide an official presence for a business.
Do I Need a Registered Agent for My LLC?
Every state in the U.S. has unique laws and requirements regarding LLC formation and operation. For instance, while most states require a registered agent to be listed in the Articles or Certificates of Organization of an LLC, some allow different ways to fulfill this requirement.
An excellent example of a deviation from the typical requirement is the Commonwealth of Pennsylvania. The state does not mandate the appointment of a registered agent for domestic LLCs. When forming an LLC in Pennsylvania, an entity must list a principal office address on its Certificate of Organization or a Commercial Registered Officer Provider. It cannot list both.
However, many LLCs will still choose the option of using a registered agent for the following reasons:
- Some Foreign LLCs do not have physical offices and may need to hire the services of a registered agent to establish a physical presence.
- Domestic LLCs can use a registered agent to keep their office address private since addresses listed on Articles of Organization are public information.
- LLC owners are not always available to receive legal correspondence during business hours.
- Professional registered agents are better at receiving, forwarding, organizing, and managing legal and official documents.
This disparity among state regulations highlights the importance of thoroughly understanding a specific state’s rules and requirements. Business founders are advised to refer to the LLC provisions in their state statutes. They can also consult legal experts or business consultants familiar with the local laws for the most accurate and current information.
Even so, a reliable mechanism for receiving important documents is crucial for LLCs, whether or not a registered agent is mandatory for filing formation paperwork. It keeps businesses up to date with any legal action filed against them, helps them stay punctual with taxes and other legal deadlines, and keeps them updated on local government and industry notices and requirements.
Registered Agent of a Corporation
Corporations are usually large business entities with complex hierarchies and management structures. Their registration processes are typically more complicated than other business entities. However, like LLCs, Corporations must provide an address for receiving service of process in their Articles of Incorporation and other formation paperwork.
Registered agents carry out similar roles for corporations as they do LLCs. They receive legal documents on behalf of the companies they represent. However, a corporation’s registered agent may deal with more paperwork, especially if the corporation has more shareholders in the registered agent’s state.
Who Can Be a Registered Agent?
U.S. companies can generally employ the following entities as resident agents:
- An individual who resides in a firm’s state of operation
- A domestic corporation, limited or general partnership, or LLC
- A foreign corporation or LLC
- A business representative, such as a director, member, or employee
Some states allow companies to represent themselves, while others prohibit it.
It is always important to research a state’s laws regarding who can be a registered agent because some states have specific restrictions. A good example is Virginia. The state only allows business entities and individuals connected with the business or who are members of the Virginia State Bar to be registered agents.
Legal Requirements of a Registered Agent
Each state has specific legal requirements that a registered agent must fulfill. However, the following provisions are consistent across states:
- A registered agent must retain a physical address within the client business’s state.
- A registered agent must be available to receive service of process during business hours.
- Resident agents must consent to companies using their addresses. Most states expect a form of agreement or consent to legitimize a registered agent. It can be a contractual agreement (if hiring a business entity) or written/electronic permission (for an individual).
Many states require a business entity providing a registered agent service to be registered with the Secretary of State or other designated business agency. If a business operates in multiple states, it must meet the registered agent requirements in all of them.
How To Choose a Registered Agent
Companies must consider the following when choosing a registered agent:
- State provision: In some cases, a company can stand in as its registered agent, eliminating the need to hire a separate agent. State provision will also guide the company on who can be chosen, whether an individual or a business entity.
- Services offered by the professional agency: Companies may opt for business entities that provide commercial resident agent services. In such cases, they must consider if the service aligns with the company’s needs.
- Physical presence: When choosing a registered agent, businesses must confirm that the individual or business entity has a physical presence in their operating state and can be available during business hours.
A commercial registered agent may be more convenient since they offer professional registered agent services. They can also be the more cost-effective solution if the company does not have a physical business location in the state.
How Much Does a Registered Agent Service Cost?
Hiring the services of a registered agent can cost anywhere from $100 to $300 annually, depending on the services rendered. The cost implications of using an employee, director, or other individual as a registered agent varies. For example, using a company address would be more cost-effective if a business has a physical location in the state and is willing to make its office address public information. On the other hand, if it is a foreign entity without a physical presence in a specific state, the company may be better off hiring a professional service.
Can I Be My Own Registered Agent?
States adopt different rules for choosing registered agents, which can seldom seem opposing. For example, Delaware and Colorado allow business entities to represent themselves as registered agents, while Texas does not.
However, most states allow business entities to designate their employees, directors, and other company officials as registered agents and use the company’s premises as a registered office.
Companies should check the provision of the state where they want to conduct business to determine registered agent restrictions.
How To Change a Registered Agent
Changing a registered agent or registered agent’s address involves filing paperwork with the relevant state department. Some states require the registered agent and the company to file separate paperwork documenting the change. If a registered agent represents multiple companies, they may have to file paperwork for each company, notifying the state about the change.
Some states, like Texas, make the process easier. Agents can use one form to file changes for multiple companies at once. When a represented company files address change documents, its registered agent does not have to file additional paperwork.
What Happens If You Don’t Have a Registered Agent in the United States?
Companies that fail to maintain a registered agent expose their business to the following risks:
- Legal Liabilities: The business may be sued and will not receive the court’s notification. In such a scenario, a judge may enter a default judgment against the business, as the business owner(s) will not know a court appearance is necessary.
- Filing rejection: Some states void a business’s registration application and authority to do business if it does not maintain a registered agent.
- Fines and Penalties: Some states impose heavy fines and administrative sanctions on businesses that fail to maintain registered agents.
- Loss of Good Standing: A certificate of good standing or similar document proves that an entity meets every requirement to do business within a state. Without a registered agent, a company risks its good standing status, which can deter potential investors, prevent it from initiating lawsuits in the state, and sabotage financing applications such as loans and grants.
How To Become a Registered Agent in the United States
Individuals who want to become registered agents must be legal residents in the state where they want to operate. They must also ensure they are available during business hours to receive legal documents. In most states, a person can officially become a registered agent by consenting to a company’s use of their name and address.
Individuals may also have to file paperwork with the relevant state department if they represent many companies. For example, individuals representing more than 10 companies in the State of Nevada must file a Commercial Registered Agent Registration, Change or Termination Statement.
Entities, such as LLCs and Corporations, whether foreign or domestic, can also be registered agents provided they are authorized to conduct business and have physical addresses in the states where the companies they represent operate. In many cases, they may have to file paperwork to legitimize their status as registered agents, especially if they represent multiple businesses.
Registered Agent Search
Many state business filing agencies in the United States provide a Registered Agent database on their websites, which members of the public can use to find active registered agents.
An example is South Carolina, which hosts a dedicated Registered Agent search engine on its Secretary of State’s website; researchers can input words that are part of a registered agent’s name to pull up their information, including their good standing status.
Pennsylvania is another state that provides such information. The public can find the names of approved Commercial Registered Office Providers on the Commonwealth’s Department of State’s website.
Is Registered Agent Information Public Record?
Yes, registered agent information is public record in the United States. Every state adopts policies of public transparency, similar to the Freedom of Information Act, which grants members of the public access to almost every record maintained by government agencies. As a result, contents of business paperwork filed with a Secretary of State or other relevant state department are public records, except legally exempt information like tax and social security numbers.