A Registered Agent is defined as “[t]he person or entity authorized and obligated to receive legal papers on behalf of a corporation” (Spadaccini, Ultimate Guide to Forming and LLC in Any State, 2d. Ed., 2011). Think of it like passing notes in high school. You may want to pass a note to someone you have no classes with and rarely see, so you give the note to someone who sees that person all the time and that you trust. This way you can be sure that the person you want to receive the note will actually get it. A registered agent works much the same way. This is a person or a firm who is always available to receive important documents for you.
Every Corporation and Limited Liability Company in every state is required to select a registered agent to receive legal papers on their behalf. Some states refer to the registered agent by different names such as agent for service of process, resident agent, or local agent, but regardless of their name, they still perform the same functions for your business.
Who can be a Registered Agent?
The registered agent can be a family member, an officer of the corporation, an attorney, or a company that provides registered agents in your state. It can even be you, however if you want to keep your identity private, you should use someone else. There are a couple of simple requirements that must be met to be a registered agent. They must be at least 18 years old and they must have a physical address in the state that you are forming your business in. A Post Office box will not work because there is no one there to accept the documents.
The registered agent’s name and physical address must be identified on the Articles of Incorporation or the Articles of Organization for each state. Some states require that the registered agent sign an acceptance form to be included with the Articles. In most states, the Secretary of State’s office will not check to see that you have actually designated a registered agent. If you haven’t properly selected an agent, the Secretary of State will mail your documents to the registered agent address listed on the Articles and you won’t receive them. Therefore, you need to make sure the registered agent you have chosen is on board and has accepted your request to act as such. If you decide later to change your registered agent you can usually do so by filing a notice with the Secretary of State.
Why an Attorney or a Professional Agency for your Registered Agent?
Selecting an attorney or a professional agency to act as your registered agent can be advantageous because they will probably keep a consistent address and will understand any legal papers served upon your company. They will also receive important state and federal mail such as tax forms, annual report forms, and the like. You will need to hire someone to be your registered agent if you are starting your business in a state where you have no physical address or your business address is a P.O. Box. If your company does business in more than one state, you will need a registered agent with a physical address in each state. If you change addresses a lot, it will benefit you to hire an outside registered agent. If you want to keep your business practices private, you should also hire a registered agent. If your company is sued, you may not want your employees or anyone else to know about it. If you run your business out of your home, you will probably want to hire a registered agent so as to keep the process servers out of your private life.
Attorneys and professional registered agent firms will usually keep track of your important documents and business records. Some of these firms will also scan these records and keep them in an online database. This can come in handy if you are out of town and need to access a document or file you forgot to bring with you. Registered agents can also be great sources of information as they work closely with the Secretary of State in their states. This can save you both time and money.