Registered Agents 101

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What is a Registered Agent?

A registered agent is someone who will receive all legal documents on behalf of your company, including letters, subpoenas, tax and regulatory notices, and other correspondence. In most states, lawsuits have to be filed in person in front of a judge. Because of this, your registered agent's name and complete physical address are public information, so anyone outside your firm knows who to send legal papers to. Here are a few benefits of a registered agent:

A registered agent lets you form a Limited Liability Company without having to create a new corporation. When you appoint an agent, the papers are sent to the state office where the LLC has been created, along with the statutory agent filing fee. Once there, the court automatically creates the LLC, making it a legal entity separate from your company.

If you are creating a new corporation, the papers need to be filed in the state where you want your company to do business. Each member needs to have a registered agent who lives in the same state . If the company is an LLC, then all members need to have a resident agent who lives in that state. The registered agent keeps the papers filed for you and acts on your behalf when you are in a court of law. If the company has already been filed, you can appoint a third-party representative who is a resident agent, but not necessarily a resident of that state. You'll still need a third-party to register your company.

Forming an LLC doesn't require a certified public accountant to act as its registered agent. Certified public accountants who are registered members of the NCCA are allowed to sign documents for the business location. They are not, however, allowed to give legal advice. And, most importantly, they are not allowed to offer any benefits to you or your company.

Notices. Registered agents are only allowed to receive communications about the business. You can't have more than two notices (which are typically notices of changes to the articles of incorporation and minutes of the Board of Directors) per year. Also, any notice that requires you to file a special tax return must be sent to your registered agent by the office of the Secretary of State through the NCCA.

Annual Reports. Every two years, you and your registered agent service must prepare and file an annual report to the office of the Secretary of State (e.g Florida). The report must include all of the following: an updated list of all shareholders and members, the current status of the LLC, the total number of days during which the LLC has been active, and the current status of its tax return. The report must also include information about the general state of affairs, including whether the LLC has filed its annual report, what penalties are involved if it does not file the report on time, and what corrective action the LLC is pursuing.

Other Considerations. While it's pretty clear that there are almost no requirements for forming an LLC other than being a legal entity, that's not the end of that list. For example, some states require that a member or members of an LLC own real property in the state. Others may require that the LLC own money or other assets. And some even require that the members or shareholders of the LLC be US citizens or residents.