What is a Registered Agent?
Corporate Compliance by Local Corporate Guides®
A registered agent is a person or company designated to receive service of process and official mail on behalf of a business. However, that concise definition of a registered agent may create more questions than answers. That’s why we have put together this guide to answer the most common questions about registered agents.
Read on to learn what a registered agent is, what they do, who can be a registered agent, why registered agents are important, and much more.
Common Registered Agent Questions:
Registered Agent Information
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 (such as corporations, LLCs and LPs) to appoint a registered agent on their formation documents. These formation documents (often called “articles of organization” or “articles of incorporation”) are filed with the state. 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’s registered agent. When a registered agent receives a document on behalf of a client, they will forward all relevant documentation in a timely manner.
What is Service of Process?
Service of process is the delivery of a legal notice (such as a summons or subpoena) to an individual or a business. These legal notices require a timely response and specific action from the recipient—such as producing documents, ceasing an activity, or appearing in court.
When the recipient is a business entity, service of process goes to the company’s designated registered agent. For example, when a business is on the receiving end of a lawsuit, a process server will deliver a summons to the company’s registered agent.
What is a Statutory Agent?
“Statutory agent” is another name for registered agent. Other names include “resident agent,” “agent for service of process,” and more. Why so many names for the same job? Each state has their own statutes—and often their own terminology—for business entities. Here are the terms most commonly used in each state:
- Statutory agent: Arizona and Ohio
- Resident agent: Kansas, Maryland, Massachusetts, Michigan, and Rhode Island
- Agent for service of process: California, Louisiana, New York, and West Virginia
- Commercial clerk: Maine (for domestic corporations)
- Registered office provider: Pennsylvania
- Registered agent: The majority of states and DC
What Does a Registered Agent Do?
Registered agents accept official notices and service of process. Most state statutes require registered agents to be available during normal business hours (9-5).
Registered agents also 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’s annual reports are due to the state.
- Help walk you through business filings.
- Provide you with a wide range of business knowledge.
- Offer free tools to help you file business forms with the state and track your business’s status.
Do I Need a Registered Agent?
Yes. Not only are registered agents nearly always required by state statutes, but they provide a systematic way to ensure a business can reliably receive official and legal notices.
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, claiming they never received notification. Conversely, a lawsuit could move forward in court without a business ever having known they’d been sued. Basically, the registered agent requirement exists so the state and general public have a reliable way to contact a business.
In most states, there are also penalties for failing to maintain a registered agent. Your business could lose its good standing, be hit with fines or even be dissolved by the state. Reinstating a business that’s been dissolved can be expensive. For example, Wyoming charges a $300 reinstatement fee specifically for businesses that failed to maintain a registered agent.
Who Can Be a Registered Agent?
State statutes generally require that registered agents meet the following requirements:
- Office: Registered agents must have a physical address in the state where they can receive and accept service of process. This is often referred to as their “registered office.”
- Residency: Typically, registered agents must either reside in the state where they serve as a registered agent, or they must be a business approved to provide registered agent service in the state. Businesses providing registered agent service must maintain a physical address in the state.
- Availability: Registered agents must be available to accept legal documents and official mail during normal business hours.
- Consent: Agents must consent to being designated a registered agent. In many states, registered agents need to provide a signature proving they have accepted the responsibility. For example, Arizona, Connecticut, Florida, Kentucky, Louisiana, Maryland, Nevada, New Mexico, Washington and Wyoming all require registered agent signatures on your formation documents.
Can I Be My Own 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.
However, be wary of appointing yourself simply to save a few dollars. Registered agents are charged with important responsibilities that can greatly impact your business. If you’re not regularly available to accept legal notices in person at the location listed on your public documents, you should not be your own registered agent.
If your registered agent’s address is the same as your home or business address, there are a few other drawbacks you can encounter as well. Listing your own name and home address can mean giving up a chunk of your personal privacy—registered agent information becomes part of the public record. And if your registered office is your place of business, know that a process server or officer could present you with a legal notice in front of your clients, employees and business partners.
Why Hire a Registered Agent Service?
A professional registered agent service centers its business around being available to accept your documents, freeing you up to focus on more important things. They have other benefits as well. Registered agent services provide their address on your public documents, helping keep yours private. A good service should also scan and send you your documents the same day, provide you with reminders for state compliance reports, and provide you with easy access to forms and services to help you maintain your business.
Below are common situations in which it would be beneficial to hire a registered agent service:
- You have locations in multiple states.
- You don’t have a physical address.
- You plan to change your address as you grow.
- You don’t want the world to know your home address.
- You don’t plan to be in the office Monday-Friday, 9-5.
- You want instant access to documents from wherever you are.
- You want electronic scans of your documents for safekeeping or backup.
- You want reminders for state compliance requirements.
- You want a little more peace of mind.
How Do I Choose a Registered Agent?
If you plan to hire a registered agent service, there are a few key factors to take into consideration. Ideally, a registered agent service should provide all of the following:
Consistent pricing: Some companies have low introductory prices but exorbitant increases for annual renewals. A quick look at online customer reviews usually reveals if this is an issue.
Electronic document delivery: For time-sensitive materials, you don’t want to wait for physical mail forwarding.
Same-day scans: Again, time is a critical factor, so your registered agent service should receive and scan documents right away.
Customer support: If you have a question or issue, you should be able to call and talk to a real person and get help.
Free resources: Your registered agent service should be able to provide you easy access to state forms and templates for essential documents, like operating agreements and meeting minutes. Many companies mark these up as expensive add-ons, so it’s good to check if these kinds of resources are offered for free.
Additional business services: While you may only be looking for registered agent service at the moment, you never know when you’ll need additional services down the road. It’s a good idea to find a provider that offers additional useful business services such as mail forwarding, virtual office, annual report compliance and business formation.