A formal business entity, such as a corporation or LLC, must appoint and maintain a registered agent who is authorized to receive legal documents on its behalf.
A state requirement for LLCs and corporations
Virtually all states require LLCs and corporations to have a registered agent and a registered office in any state where they are formed or foreign qualified. (Foreign qualification is the process of registering a business to operate in a state other than the one where it was formed.)
A registered agent is a person or company designated to receive legal documents, tax notices, and official government communications on behalf of a business. In some states, the registered agent is called a resident agent or statutory agent. The registered office is the registered agent's address in the state where the business is registered.
The registered agent must have a physical address in the state of formation or qualification. A P.O. box or private mailbox (such as one rented from The UPS Store) cannot be used as the registered office address. The registered office must also be open during normal business hours.
Additionally, the registered agent's address is a matter of public record, which means that anyone can access this information. In states that do not require a company's principal business address to be included in the formation or qualification documents, the registered agent's address is the only address the state has on file for that company.
What does a registered agent do?
The registered agent is authorized by an LLC or corporation to receive important legal and tax documents on the company’s behalf. These documents include:
- Service of process, the delivery of documents like a summons and complaint that notify a company that a lawsuit has been filed against it
- Official correspondence from the state, such as an annual report or statement notices
- Tax documents from the state Department of Taxation
- Wage garnishment orders
- Liens
- Court summons and subpoenas
Receiving these documents is only part of the role. The registered agent must also promptly forward them to the right person at the company so the business can respond to lawsuits, meet deadlines, and handle other time-sensitive matters without delay.
Proper handling of service of process is critical. When a company is sued, the summons sets a specific window for responding. If the response is late, the court can issue a default judgment, meaning the other party wins automatically and the company may be required to pay the damages awarded.
Can I be my own registered agent?
Yes, individuals can serve as registered agents for a corporation or LLC, as long as they meet state requirements. Though specifics can vary by state, these typically include being at least 18 years old and a resident of the state.
If you have a physical address in the state where you form your corporation or LLC, you could name that address as your company’s registered office and yourself or someone else who works there as the registered agent. What you cannot do is name your company as its own registered agent. Most states explicitly prohibit this.
That said, there are compelling reasons to think twice before serving as your own registered agent. Mishandling legal papers or missing important documents can create problems for your business.
For more information, see Can I be the registered agent for my LLC?
Should I use a registered agent service provider?
Using a professional registered agent means you don't need a physical address in every state where you operate, and legal documents are delivered to the provider rather than your place of business. Most providers also offer online access to received documents and tools for tracking annual report deadlines and other compliance requirements.
A registered agent service provider may be the right choice in these common situations:
You're forming your company in a state where you don't have a physical location. You are legally required to have a registered agent and registered office with a physical address (no P.O. box) in the state of formation. Using a professional registered agent with an office in the state will satisfy this requirement.
You use a P.O. box as your business address. The registered office must have a street address. If a P.O. box or a private mailbox is your only address, you cannot use it as your registered office address.
Your company does business in multiple states. When you register your company to transact business in states other than your state of formation, you need a registered agent and registered office in each of those states. A registered agent service provider with multi-state coverage can act as your agent in every state where you operate, letting you focus on your business.
Your address changes frequently. Corporations and LLCs must keep the registered agent’s address current with the state. Failing to do so can result in penalties and missed documents. Updating the address requires a formal filing and often a fee. Using a provider's address instead of your own eliminates this hassle.
Your business is home-based. The registered agent address is public record. That means anyone, including marketers, can access it. It is not uncommon for the registered agent to receive a lot of junk mail for the business. Using a registered agent service provider can reduce the amount of unsolicited mail your business receives.
You prefer to keep business activities private. When a company is served with process, this document is often delivered by local law enforcement. Most business owners do not want the sheriff to show up in front of customers, employees or neighbors (as in the case of home-based businesses) and serve them notice that their company is being sued. Using a professional registered agent ensures you receive any service of process discreetly.
You don't keep regular business hours. The registered agent for a business must be available during normal business hours to accept important documents as they are delivered. If you set your own hours, you may want to consider using a professional provider, so that you never miss these important communications.
You don’t work from a fixed location. If your business requires you to move around frequently, such as a contractor making service calls all day, and you act as your company’s registered agent, you may not be around when important documents are delivered. Using a registered agent service provider ensures that important documents will still reach you and your business.
You want one less thing to manage. Running a company is demanding enough. A professional registered agent can provide online access to your documents and help with the annual filings that states require of corporations and LLCs.
What should I look for in a registered agent service provider?
Not every registered agent offers the same level of service, so it's worth comparing providers carefully. Look for one that is reliable, consistent, and accurate. A strong registered agent should:
- Be available during business hours to receive hand-delivered documents
- Employ professionally trained experts who know how to properly handle service of process
- Understand the compliance and entity rules for your state since requirements can vary
- Deliver documents to you promptly and confirm successful receipt
- Log and scan documents, deliver them electronically, and send timely notifications
- Maintain a physical office in every state where you currently operate or plan to expand
Beyond handling paperwork and compliance filings, the right provider can offer added value through tools and alerts that help you stay on top of deadlines and ongoing obligations.
As you form or register your corporation or LLC, give serious thought to who will be the registered agent for your company. While having one is a legal requirement, the right registered agent can also be a real asset to your business.