Selecting your company’s Registered Agent is a vitally important step in the formation process. Just like with other important decisions — such as choosing an entity type, or the company’s name, or whether the company will be taxed as a pass-through or separate entity — making the wrong choice can severely damage the business.
What does a Registered Agent do?
A Registered Agent receives certain court documents, such as the summons and complaint that initiates litigation, garnishments, or other court orders, on behalf of a corporation or LLC. In addition, the states will send compliance information and official correspondence to a company through the Registered Agent. This could include annual report, tax, or other correspondence that impacts a company’s compliance status.
State requirements for corporations and LLCs
Every state requires domestic and qualified foreign corporations and LLCs (and most other kinds of statutory business entities too) to appoint and continually maintain an in-state Registered Agent (also known as an agent for service of process, statutory agent, or resident agent).The Registered Agent’s role, as noted above, is to receive, on the corporation or LLC’s behalf, certain court documents, compliance information, and official correspondence.
Although states vary in their precise requirements, most require that a Registered Agent be either a resident individual or a domestic or qualified foreign corporation or LLC.
The Registered Agent’s office address has to be a physical address in the state — it can’t be a P.O. Box or a virtual office.
One of the main ways summons and complaints are served on a Registered Agent is by personal (as in hand) delivery. Therefore, a physical address is required, at which the Registered Agent is available during business hours.
Essentially, the state wants a contact (name and address) for your company that’s reliable and available. The Registered Agent’s name and address are kept on file by the Secretary of State (or other state agency in charge of business entity filings) and are available to the public. This protects both the public (by allowing it to find the companies with which it interacts), and the company (by ensuring it receives critical documents on a timely basis). Often the court or government official documents include deadlines or timelines for responding.