A registered agent is the official contact designated to receive legal and government documents on behalf of a business. LLCs must appoint a registered agent in all 50 states and Washington D.C. and maintain one throughout the lifecycle of the business. This requirement also applies to other business entities formed or registered through a state filing, such as corporations and limited partnerships.
A registered agent receives critical legal and tax-related paperwork on behalf of the business, including service of process (official notifications of a lawsuit against the business), wage garnishment proceedings against an employee, franchise tax forms, and other tax and legal documents. (Some states use the terms "statutory agent" or "resident agent" instead.)
In this article, we answer common questions about who can be a registered agent for an LLC.
Who can be a registered agent?
A registered agent can be either an individual or a professional service company. Requirements for individuals vary by state, but the general rules are:
- Residency. The registered agent must typically be a resident of the state. Some states allow an individual to qualify by having either residency or a business address in the state, while others require residency specifically.
- Physical address. The agent must have a physical street address in the state. A P.O. Box is not acceptable.
- Availability. The agent must be available during normal business hours.
- Business entities. A business generally cannot serve as its own registered agent, but it can appoint a third party such as a service company or law firm.
Some states have additional requirements. In Virginia, for example, a registered agent for an LLC must be either a member of the Virginia State Bar or a member/manager of the LLC. A third-party business can also serve in the role, but a business cannot act as its own registered agent.
The downsides of being your own registered agent for your LLC
An individual such as the business owner, a family member, or a business associate can serve as the registered agent for your LLC, as long as they meet your state's requirements. That said, there are good reasons not to serve as your own registered agent:
- Missed documents: If you travel frequently or take vacations, there is a real chance you could miss a critical document and important deadlines. This could result in fines and penalties for your business.
- Privacy: Serving as your own agent means your name and address become part of the public record, visible to anyone.
- Reputation: Service of process is often delivered by local law enforcement. An officer showing up at your place of business, in front of customers or employees, can be awkward and damaging to your reputation. This is especially true for home-based businesses.
- Address changes: The state must always have the current address of your registered agent on file. Updating that information is an official process that takes time and typically requires a fee.
- Multiple states: If your LLC operates in more than one state, you need a registered agent in each state. Because of residency requirements, one individual cannot serve as the registered agent for an LLC in multiple states.
What happens if I don’t have a registered agent for my LLC?
Failing to maintain a registered agent can have serious consequences for your LLC, starting from the moment you form your business.
- Formation requirement. Many states require registered agent information on your formation documents. For an LLC, this means the Articles of Organization.
- Fines and penalties. States can impose fines and penalties for violations of their LLC or corporation statutes, including the failure to maintain a registered agent.
- Loss of good standing. Without a registered agent, your LLC may lose good standing with the state, which can affect your ability to secure financing and file a lawsuit in your home state. It may also compromise the limited liability protection your LLC provides.
- Legal exposure. Not having a registered agent to accept service of process does not protect your business from lawsuits. Courts can establish jurisdiction through other means, which may result in your business being subject to legal action without your knowledge.
- Default judgment. If a lawsuit is filed against your LLC and there is no registered agent to receive the documents, you may never learn about the case. A court can rule against your business in your absence, resulting in a default judgment that is difficult to overturn.
- Administrative dissolution. States can administratively dissolve an LLC for noncompliance, which in some states includes failing to maintain a registered agent or not updating the state when the agent's name or address changes. If dissolved, owners may become personally liable for business debts. In most cases dissolution can be reversed, but not always, and not if too much time has passed.
How do I change the registered agent for my LLC?
Changing a registered agent is a formal process that varies by state. In most cases, you will need to file a change of registered agent form with your state's filing office. The form typically requires your company name, entity type, and the name and address of both the outgoing and incoming registered agents.
Some states also require a separate consent form signed by the new agent, confirming they accept the appointment and agree to serve in the role.
What to look for in a registered agent provider
When selecting a registered agent service, look for a company with a proven track record of providing compliance services to businesses of all sizes. An experienced registered agent service provider will have clear, established procedures for handling and forwarding documents received on your behalf.
Also look for a company with a nationwide network of registered agents with a physical presence in all 50 states and D.C. This ensures they can serve as your agent in your home state and any state where you do business. Working with a single provider across all states also reduces the administrative burden of managing multiple vendors.
BizFilings can help
Fulfill your state’s legal requirement for a registered agent with BizFilings. At BizFilings, we believe that being a registered agent goes beyond fulfilling the statutory requirement. We provide tools and alerts to help you stay on top of important compliance obligations. Unlike other providers of registered agent services, BizFilings doesn’t charge extra for the services you need to stay informed and compliant.
Our registered agent services include prompt and discreet handling of important legal and tax documents, electronic service of process delivery, managed filing services, and more. You can also change your agent to BizFilings for free. We pay the state’s change of agent filing fee. Learn more.