Every company on a state's books needs a registered agent. Here is what that means.
A registered agent is the person or company a business names, at a street address in the state, to receive lawsuits and official notices on its behalf. This page covers the role, who must have one, what goes wrong without one, how to choose one, and how five of the most common formation states handle it.
Four things to understand before you form or register a company.
1
The role
A registered agent (some states say resident agent, statutory agent or agent for service of process) is a company's official point of contact with the state and the courts. The agent keeps a physical street address in the state, not a post office box, and is available there during normal business hours.
Two kinds of paper arrive at that address. The first is service of process: the complaint and summons that start a lawsuit, subpoenas, garnishments and similar legal documents. The second is official mail from the state: annual report reminders, tax notices and compliance warnings. The agent accepts both and forwards them to the company promptly. The agent's name and address go on the public record when the company is formed or registered.
2
Who needs one
Every corporation, limited liability company, limited partnership, limited liability partnership and similar entity formed under a state's law, and every out-of-state entity that registers to do business in a state. Nonprofit corporations are included in most states. The requirement is per state: a company registered in three states needs an agent in each of them.
Sole proprietors and ordinary general partnerships are usually exempt because they are not registered entities. Who can serve varies by state, but the common options are an adult who lives in the state and has a street address there, a company authorized to do business in the state that offers the service, or in many states an owner or officer of the business at the business's own in-state address. In most states a company may not name itself; it names a person or another company.
3
What happens when you do not have one
If the agent resigns, moves away, or cannot be found and the company does not name a replacement, the state marks the company as not in good standing, may assess penalties, and after a notice period can administratively dissolve it or revoke its authority to do business. The names for these steps differ by state; the effect is the same. Reinstatement costs fees, back filings and time.
The sharper risk is a lawsuit. A plaintiff who cannot serve the agent can usually serve the Secretary of State or use another form of substitute service, and the case proceeds whether or not the company ever reads the papers. A default judgment can be the first the company hears of it. Missed state notices have the same shape: the deadline passes, the penalty is assessed, and the company learns of both at once.
4
How to choose one
There are three choices. An owner can serve, where the state allows it: there is no fee, but the owner's address goes on the public record, someone must be present during business hours, and every move means a filing. A trusted person in the state can serve on the same terms. Or the company can hire a registered agent service, which exists for exactly this job.
If you hire one, look for:
A real, staffed street address in every state you need, in the service's own name.
Same-day notice when service of process arrives, with the document scanned and forwarded, and a stated procedure for what happens next.
State mail forwarded the same way, and reminders ahead of annual report and renewal deadlines.
One clear annual fee and a plain statement of what happens if it is not paid. In many states an unpaid agent resigns, and the state then gives the company a short window to name a replacement.
A track record you can check, and help with the change-of-agent filing if you are switching.
Changing agents is a short form filed with the state, usually with a small fee, and the new agent consents to the appointment. The old agent keeps receiving papers until the change is on file, so do not cancel the old service first.
The requirement in five common formation states
One paragraph each. Current forms and fees are published by each state's business filing office.
Delaware
Delaware General Corporation Law (Title 8) and the Delaware Limited Liability Company Act (Title 6, Chapter 18)
Every Delaware corporation, limited liability company and partnership must keep a registered agent with a registered office in Delaware at all times, and the agent is named in the formation document filed with the Division of Corporations. The registered office must be a physical address in the state. A company whose own business office is in Delaware may serve as its own agent; because most Delaware entities have no office there, nearly all name a Delaware-based agent. An agent that represents a large number of entities is treated as a commercial registered agent and must keep a business office that is open during normal hours with a person available. The state sends its annual franchise tax and report notices through the agent.
Nevada
Nevada Revised Statutes, Chapter 77 (Registered Agents), together with the entity chapters
Every entity formed or registered in Nevada must designate a registered agent with a street address in the state. The agent is either a commercial registered agent, which registers with the Secretary of State and is listed by name, or a noncommercial registered agent, which can be an individual or the business itself at a Nevada street address that is not a mailbox service. The agent signs an acceptance of the appointment, and the agent appears on the entity’s public filings and on the annual list the entity files each year. A change of agent is a short filing, and an agent may resign by filing with the Secretary of State, which starts the clock on the entity naming a replacement.
Wyoming
Wyoming Registered Offices and Agents Act (Wyoming Statutes, Title 17, Chapter 28)
Every entity formed or registered in Wyoming must continuously maintain a registered agent with a physical Wyoming address where the agent can be reached during business hours. The agent signs a written consent to the appointment that is filed with the formation or registration documents. Wyoming also requires each business to keep its agent supplied with current contact information for a real person who can be reached about the company, and the agent must keep that information on file. The annual report comes due on the first day of the anniversary month of formation, and the state corresponds through the agent.
Florida
Florida Business Corporation Act (Chapter 607) and the Florida Revised Limited Liability Company Act (Chapter 605)
Every corporation and limited liability company, whether formed in Florida or registered from another state, must designate a registered agent and a registered office in Florida. The office must be a street address; a post office box on its own is not accepted. The agent signs a written acceptance that appears on the articles filed with the Division of Corporations, and the agent is confirmed on the annual report due each year between January 1 and May 1. An entity may not serve as its own agent, though an officer, member or manager may. Missing the annual report leads to administrative dissolution later in the year, and reinstatement carries additional fees.
Texas
Texas Business Organizations Code, Chapter 5, Subchapter E (Registered Agents and Registered Offices)
Every filing entity and every registered foreign entity must maintain a registered agent and a registered office in Texas. The office must be a street address where the agent can be found during normal business hours, not only a mailbox or virtual-office service. The agent must consent to the appointment in writing or electronically before being named; the consent is kept with the company’s records rather than filed. An entity may not act as its own registered agent. If the agent cannot be found with reasonable diligence, the law allows service of process on the Secretary of State instead, which is how a company can be sued without ever seeing the papers.
Statutes are amended and agencies change their procedures. Treat the paragraphs above as orientation, and confirm the current rule with the state before you file.
Questions or corrections
This site is informational and does not provide registered agent, filing or legal services. If something on this page is unclear or out of date, tell us through the contact page.