What a registered agent does
When someone sues a business, the court papers have to be delivered, or “served”, to someone. The registered agent is that someone: the name and address the state publishes so that anyone can find your business to hand it legal papers.
The agent receives the state’s own mail too: annual report notices, tax notices, and the warning a state sends before it dissolves a business. Its job is to accept all of it and get it to you straight away. A lawsuit leaves only a few weeks to respond, and the clock starts when the agent is served, not when you happen to see the papers.
Who needs one
Every LLC, corporation, limited partnership and nonprofit registered with a state, in every state where it is registered. A business formed in Delaware and registered to do business in New Jersey needs an agent in both.
Two states work a little differently. New York names its Secretary of State as every business’s agent for lawsuits, so a separate registered agent is optional there. Pennsylvania asks for a registered office address, which can be your own or a commercial registered office provider’s.
What the agent must have
- a street address in the state; a post office box or a virtual mailbox will not do;
- someone there to accept papers during normal business hours, every business day;
- in many states, the agent’s consent to being named.
Can I be my own registered agent?
Yes, if you live or work in the state and are reliably at that address in business hours. Plenty of small businesses do it. Three things to weigh first:
- Your address becomes public. If you work from home, your home address goes on the state’s register.
- You have to be there. A process server who cannot find you does not give up; in many states they serve the Secretary of State instead, and the case goes ahead without you.
- You will be served where you are. That can mean in front of customers, staff or family.
You cannot be your own agent in a state where you have no address.
Using a registered agent service
A commercial agent keeps a staffed office in each state, accepts papers for you, and sends them on the day they arrive. It is usually worth it if your business is registered in more than one state, if you work from home and would rather keep that address off the record, or if you are not at one address all day.
What happens without one
If your agent resigns, moves, or cannot be found, the state notices. In most states a business without a registered agent loses its good standing and can be dissolved. And a lawsuit does not stop because nobody received it: in many states the plaintiff can serve the state instead, and a business that never hears of the case can have judgment entered against it by default.
Changing your registered agent
File a change of registered agent with the state. Most states have a short form and a small fee, sometimes none, and some, Florida among them, let you name a new agent on the annual report. The new agent usually has to consent. Until the change is filed, the old agent is still the agent on record, and still the one who will be served.
With us, you choose “Use NUCO Filings Corp. as my agent” when you file your annual report, and the change goes in with it.
General information about state filings, not legal or tax advice. Express Filings is a private filing service, not a government agency. Rules and fees change; the state’s own site is the final word.