A businessman and businesswoman are discussing the need for a commercial registered agent
ComplianceSeptember 19, 2022

Do I need a commercial registered agent?

When you start your company and formally register as a business entity with the Secretary of State or similar state filing authority (state’s filing authority), you are required to provide the name and address of a registered agent for service of process. If you also register in additional states besides your home state (referred to as foreign registration or qualification), you will need to appoint a registered agent in each of those foreign jurisdictions.

This registered agent is either an individual person or another business entity who will maintain an address/office where they can receive legal process, demands, notices, and other communications from state filing offices or courts on your behalf, which can then be forwarded to you to deal with along with your legal counsel.

In some jurisdictions, when you form or register your company, you may have noticed that they ask whether you are appointing a “commercial registered agent” or a “noncommercial registered agent”. This article will explain the difference and the advantages of appointing a commercial registered agent in the states where this is allowed.

What is a commercial registered agent and where does the concept originate?

Beginning in 2006 with the finalization of the Model Registered Agents Act (MoRAA) by the Uniform Law Commission (ULC) and the American Bar Association (ABA), the concept of the commercial registered agent (CRA) was established.

A commercial registered agent can be any individual or business entity that delivers a registration to the state’s filing authority indicating their name — and for business entities, their entity type, and jurisdiction of formation — along with a statement that they are serving as a commercial registered agent in the state and the address where the service of process, notices, and demands may be delivered for each of the entities it represents.

The state’s filing office will maintain an index of these filings naming all available commercial registered agents in their jurisdiction.

A noncommercial registered agent (NonCRA) is an individual or business entity that has not filed a registration with the state’s filing authority listing its name, address, and a statement that it is a commercial registered agent.

When you appoint a commercial registered agent you only have to provide the name of the commercial registered agent on your formation, registration, or change of agent form. You don’t have to give the address because it is already on file with the state. If you appoint a noncommercial registered agent you will have to provide the registered agent’s address as well.

Do all states provide a registry for a commercial registered agent?

US map showing where a commercial registered agent is needed
Learn what states provide a registry for a Commercial Registered Agent

As of the date of publication, only 12 states have adopted MoRAA in full, including the provision for the commercial registered agent registrations:

  • Arkansas
  • Washington D.C.
  • Idaho
  • Indiana
  • Maine
  • Mississippi
  • Montana
  • Nevada
  • North Dakota
  • South Dakota
  • Utah
  • Wyoming

A few additional states provide similar requirements for business entities serving as registered agents, but they do not strictly follow MoRAA guidelines. California, Delaware, Hawaii, Pennsylvania, and Washington fall into this category. Some of the differences seen in these states are:

  • California – Only an individual or corporation may act as a registered agent. No additional entity types are allowed to register as a registered agent. If a corporation is named as the registered agent, only the name of the agent may be provided as the Secretary’s office maintains the address for each corporate registered agent.

  • Delaware – Registered agents in Delaware are only referred to as a commercial registered agent if they represent more than 50 entities. There is no official registration required for these registered agents and there is no distinction between them.

  • Pennsylvania – No registered agent is required for entities in Pennsylvania. Entities forming or registering in Pennsylvania are required to either maintain a registered office in Pennsylvania or designate a commercial registered office provider (CROP) that will technically serve as the entity’s registered office.

Colorado also has statutory provisions for commercial registered agents, but those sections of the Colorado Revised Statutes will only be effective 90 days after the certification of the system requirements by the Secretary of State. As of the date of publication, these sections have not yet been certified by the Secretary’s office.

What are the advantages of having a commercial registered agent?

Where you have the choice of a commercial registered agent or a noncommercial registered agent you should keep in mind the advantages of appointing a commercial registered agent. While all registered agents should be available to make sure your notices and service of process are properly received and timely forwarded to you, commercial registered agents are generally set up to not only maintain the type of business hours required for a registered agent but are also dedicated to providing service to your company throughout the United States.

Noncommercial registered agents are generally individuals or smaller entities that cannot provide registered agent services in every state. Most commercial registered agents can also provide other important compliance solutions to the companies they represent.

Also, since a commercial registered agent is required to register with the state’s filing office and maintain their address and contact information with that office, this will ensure that your commercial registered agent’s address information is always correct on their records.

Can CT provide commercial registered agent services for your entity?

Absolutely! CT Corporation maintains offices for the receipt of service of process in all 50 states as well as Washington D.C. and is registered as a commercial registered agent in all the states listed in this article. Contact your CT Service Team for their assistance in filing your formations and registrations or change of agent documents.

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Elizabeth Grigorian
Senior Regional Paralegal

Based in Dallas, TX, Elizabeth (Liz) Grigorian has been with CT since 1997. Liz is a member of the Business Compliance and Government Relations Team, monitoring legislative changes and working with the State filing offices to maintain the extensive databases available to CT’s service teams.

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