March 11, 2021
What Is a Registered Agent?
For most states, the Secretary of State is the government entity that handles the formation of business entities such as limited liability corporations, limited partnerships, limited liability partnerships, and C corporations. The Secretaries of State, or the appropriate entity creation agency, generally requires that the businesses identify a registered agent at the time of the filing of the initial documents such as the articles of incorporation for a corporation or the articles of formation/organization for a limited liability company.
A registered agent is a person or entity that the business designates as the proper authority for receiving legal documents for the business. Examples of legal documents that may need to be sent to or served on the registered agent include:
Legal complaints
Summons
Subpoenas
Any other documents that need to be served on the company
The registered agent is usually a corporate director, lawyer, or CPA employed by or retained by the business, but it doesn’t have to be. The business can also identify a person 18 or over, or an entity outside of the company to act as the business’s registered agent. The registered agent should be someone that the business trusts to receive legal documents and to submit the legal documents to the correct people in the company. Legal documents must be submitted in a timely manner because there are usually strict timelines for responses.
Registered Agent Requirements
The registered agent must have a physical address in the same state that the business they serve was created in. Companies with operations in more than one state must have a registered agent for each state where they are authorized to do business. The registered agent must be available to accept service of process during regular business hours, which is why the registered agent must have a physical address. Generally, a PO box, mailbox services, or similar services are not acceptable nor sufficient addresses to use to serve as the registered agent address. That’s right, the registered agent must have a physical address. A P.O. box is not an acceptable address. Court papers can’t be personally served on a PO Box. Court papers normally should not be mailed – they should be hand-delivered, providing the required personal service to the registered agent.
The registered agent should notify the company immediately and take the necessary email, phone call, and personal delivery methods necessary to confirm the business received the legal papers. Registered agents may have additional duties to address other filing date and timeline issues.
What if I create a business out of state?
As mentioned, a registered agent’s address must be a physical address, not just a PO box. So, what should you do if you create an out-of-state business? Are you required to rent an office in the state of formation? While that’s an option, thankfully it’s not necessary. Many businesses use professional service companies to act as the company’s registered agents. These companies normally charge a yearly fee for their services. In today’s times, registered agent companies usually scan the papers first and then email them to the company so the company gets the information as quickly as possible.
One thing to keep in mind: If you use a registered agent that is an entity, many states require that that registered agent…register with the state before holding themselves out as registered agents. If you select an entity as your registered agent that hasn’t gone through the proper actual registrations, it may cause delay or complete rejection of your entity filing.
Why else might I need a registered agent?
Privacy. Most entity formation documents are publicly available or publicly searchable. Let’s say that you have a home business and want to conduct that business as an LLC. Your home is a physical address and generally could serve as the registered agent address with you serving as the registered agent. But the registered agent and their address are public. If you don’t want your address to be publicly searchable, you can hire a registered agent company to serve as your registered agent, even if you have a physical address in the state of formation.
There are many decisions to make and many options to choose from when creating a new entity. Polymath Legal PC can help, so consider contacting a knowledgeable lawyer at (833) 931-6418.