When setting up a limited liability company (LLC), you need to figure out how to structure your company.
Apart from selecting a business name, deciding which state to register in, and writing your operating agreement, you’ll need to choose a registered agent for your new business entity.
But what is a registered agent? And what do they do?
Get the answers to these questions and more in this post.
1. What is a registered agent?
Depending on the state, a registered agent may also be called a statutory agent or resident agent. While the name differs, the role remains the same.
Each state requires that LLCs appoint a registered agent when filing business formation documents known as Articles of Organization (or Articles of Incorporation). And registered agent information must be updated each year when you submit your annual report.
Is a registered agent the same as the owner?
In short, no. But it can be the same person.
The registered agent is the person or business that accepts tax, legal, and other official documents for your business. As a business owner, you can be your own registered agent. Or you can assign an employer or another manager.
Finally, you can also hire a registered agent service.
What happens if I don’t designate a registered agent for LLC?
If you don’t designate a registered agent, you won’t be able to register your LLC with the state.
Most officials will reject new business registration applications that fail to specify a registered agent. Also, if you fail to maintain a registered agent for your business, you risk your LLC losing its good standing with the state. That means your company will no longer be allowed to conduct business within it.
To return the LLC to good standing, you’ll likely have to pay fines and penalties.
2. What does a registered agent do?
A registered agent receives official correspondence on behalf of your business. They will forward the information to you, which can include:
- Official letters and correspondence from your Secretary of State or other governmental body responsible for LLCs
- Service of process notices (lawsuits, subpoenas, etc.) if you’re being sued or need to appear in court
- Official correspondence from federal government agencies like the IRS
- Tax notices from the federal or state government (e.g., franchise tax)
- Company filing notices and renewals
In essence, the purpose of a registered agent is to receive notices of lawsuits, taxes, or other important documents on your behalf. That way, you won't lose sleep over them being mishandled.
What is a service of process for an LLC?
When you are notified that your LLC is being sued, the delivery of these legal notices and documents is known as “service of process.” Legally, any plaintiff is required to notify the defendant (your business) about a lawsuit they have filed against you.
Each state has its requirements for how you need to be informed. These methods can include:
- Personally delivered documents to your registered agent
- Mailed copies from the court clerk’s office
- Certified mail documents from the attorney
When the registered agent receives the legal documents, they will provide them to you to respond by the due date.
3. Who can be a registered agent?
Any person or business that meets your state’s requirements can serve as a registered agent.
Common examples of registered agents include:
- You (the business owner)
- Another private person such as an employee or manager
- A registered agent services
For example, to become a registered agent in Texas, which are similar to other states, you must meet the following requirements:
- Be at least 18 years old
- Have a physical location and address in the state where your business is registered
- Be available in person during regular business hours, year-round.
Examples of who can be a registered agent include:
- The business owner
- An employee
- A trusted family member or friend
- Your corporate attorney
- A registered agent service
These requirements vary from state to state, so be sure to check with the Secretary of State for any other details.
4. Can I hire registered agent service?
Instead of appointing an individual as your registered agent, you can use a professional registered agent service.
These businesses act as registered agents for LLCs in your state.
When a registered agent service is listed on your LLC’s formation documents, all essential legal and tax correspondence will be sent to their registered office. And they will forward the information to you.
Some services will mail the documents to you, but most will scan and deliver them electronically to you for immediate access.
Fees vary, but you can expect to pay between $99 to $199/year to use a registered agent service for your LLC.
FAQ
This article is provided for informational purposes only. The provision of this material does not create an attorney-client relationship between Paul Donovan and/or Donovan Legal PLLC and the reader and does not constitute legal advice. Legal advice must be tailored to the specific circumstances of each case, and the contents of this article are not a substitute for legal counsel. Do not take action in reliance on the contents of this material without seeking the advice of counsel.
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Last updated:
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