What is a Registered Agent?
A registered agent is a person or company designated to receive service of process and official mail on behalf of a business. Each state requires registered business entities (corporations, Limited Liability Companies, Limited Partnerships, etc.) to appoint a registered agent on its formation documents. These formation documents (often called articles of organization or articles of incorporation) are filed with the state and the information listed in the formation documents becomes public record.
When an individual, government agency, or process server wants to formally contact a business, they will look up the registered agent information on record with the state and send mail or legal documents to the business’ registered agent. When a registered agent receives a document on behalf of a client, they will forward all relevant documentation in a timely manner.
Why are businesses required to appoint registered agents?
In a nutshell, businesses are required to appoint registered agents because lawsuits can’t continue in court unless one party can prove the other party has been properly notified. Without a way to prove notice has been properly served, a business owner could easily hide from lawsuits if they can claim they never received notification, and conversely, a lawsuit could move forward in court without a business ever having known they’d been sued. Registered agents provide a systematic way to ensure a business can be reliably contacted with official and legal notices. Basically, the registered agent requirement exists so the state and general public have a reliable way to contact a business.
What do registered agents do?
Most state statutes require registered agents to be available during normal business hours (9 to 5) to accept official notices and service of process and notify the responsible party when accepting these legal documents. Professional registered agent services will notify you electronically within minutes of receiving a document on your behalf. If you hire a registered agent, you should also expect them to:
- Notify you when your business’ annual reports are due to the state.
- Help walk you through business filings.
- Provide you with a wide range of business knowledge.
- Free tools to help you file business forms with the state and track your business’ status.
Registered agent requirements
State statutes require that registered agents meet the following requirements:
- Registered agents must have a physical address where they can receive and accept service of process. This is often referred to as their registered office.
- In many states, registered agents must either a resident in the state where they serve as a registered agent, or they must be a business that provides registered agent services and maintains a physical address in that state (P.O. boxes are not acceptable).
- Be available to accept legal documents and official mail during normal business hours.
Who can be a registered agent?
Any individual or business that meets a state’s registered agent requirements can be a registered agent. Some states even allow a corporation or LLC to be its own registered agent. That does mean when you form a new business entity, as long as you reside in the state where it was formed and have a publicly-accessible physical location (like a home). This information usually prompts a follow-up question:
Should I bother hiring a registered agent?
That’s something you’ll have to answer yourself. Maybe no one will ever want to serve a legal notice to you, and you’ll be ok. Given the potential penalties of losing your business status and liability shield, it’s a risk we don’t recommend taking.
For example, let’s say you use a friend or employee or even yourself as a registered agent. Technically, your registered agent is required by law to be available during normal business hours. Is there a “Registered Agent Police” out there monitoring this? No. But, let’s say a process server or sheriff tries repeatedly to serve legal documents, and no one’s there. You may lose your corporation or LLC’s good standing. Without your corporate veil, you could lose your liability protection.
They will then proceed to publish the notification in the newspaper and the court litigation process can move forward without you even knowing about it. The state agency that governs the corporation, LLC, or any business or non-business entity, may determine that you’re not maintaining your registered agent and dissolve your company. You’ll face higher re-instatement fees for a lack of not keeping a registered agent. For instance, in Wyoming this can cost you $300!
Here’s the bottom line. You’re required to keep a registered agent and registered office address in every state. Maybe you’ve listed yourself as your agent in your home state, but unless you have an office in the other states you plan on working in, you’ll have to hire someone, or write down a friend or family members name and address, and hope they do their job.