A registered agent (sometimes referred to as “resident agent” or “statutory agent”) receives service of process, other legal documents, and important state communications on behalf of a business. Each state has its own rules for who can serve as a registered agent.
Do I need a registered agent for my business?
LLCs and corporations must appoint and maintain a registered agent in the state of formation and in each additional state where they are authorized to do business. The same requirement applies to other entities created through a state filing, such as limited partnerships (LPs) and limited liability partnerships (LLPs).
A registered agent serves as the entity's official point of contact for receiving legal documents and official state administrative notices. These include service of process, wage garnishment orders, and annual report notifications. The agent then promptly forwards these documents to the appropriate person within the organization, such as an owner, officer, or in-house counsel.
Operating without a registered agent can expose your business to risks, such as:
- Missed notice of a lawsuit, which can result in a default judgment
- Loss of good standing, fines, and eventual administrative dissolution or revocation of authority to do business
What are the requirements to be a registered agent?
While registered agent requirements can vary by state, there are several that apply in most states:
- The agent must have a physical address in the state (not a P.O. Box)
- An individual must be a resident of the state
- An entity must be either a domestic entity or a foreign entity authorized to do business in the state
- The agent must be available during normal business hours throughout the year
A registered agent can be an individual (such as an owner, officer, employee, or attorney) or an entity that provides registered agent services. All states permit certain entities, such as corporations and LLCs, to serve as registered agents for other entities.
Some states impose additional requirements. For example, in Virginia, not every resident can serve as a registered agent. An individual must be an attorney or part of the corporation’s management. In Colorado, the individual must be at least 18 years of age. It is important to verify the requirements for each state before appointing a registered agent.
Not all states spell out the availability requirement in their statutes, but it is a critical factor in selecting a registered agent. If the registered agent is not available to receive service of process, the person filing the lawsuit may be able to obtain “substituted service”,which does not always result in the company receiving actual notice of the litigation. If the company then misses its deadline to respond, a default judgment may be entered against it.