Registered agent: Difference between revisions

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{{Short description|Someone designated to receive service of process in a legal action}}

{{refimprove|date=May 2007}}

{{for|the role of process agent in the UK|Process agent}}

{{BusinessLaw}}

{{Self reference|For the Wikimedia Foundation's registered agent see the [[wmf:Contact us|Wikimedia Foundation contact details]]}}

{{Companies law}}

In the [[United States]] [[business law]], a '''registered [[agent''' (law)|also known as a '''resident agent''',<ref>''E.g.'', Nevada Revised Statutes [http://www.leg.state.nv.us/NRS/NRS-014.html#NRS014Sec020 § 14.020].</ref> '''statutory agent''',<ref>''E.g.'', Ohio Revised Code [http://codes.ohio.gov/orc/1701.07 § 1701.07].</ref> or '''agent for service of process'''<ref>[https://www.llcuniversity.com/what-is-a-registered-agent-called-in-each-state/ Registered Agent terminology by state]</ref>) is a business or individual designated to receive [[service of process]] (SOP) when a [[business entity]] is a party in a [[legal action]] such as a lawsuit or summons.<ref name="Colley">{{cite book | title=Corporate Governance | url=httphttps://books.google.com/books?id=WnK2o1GvEt0C&pg=PA35&dq=%22registered+agent%22&sigpg=RVc6ARalLRcqWlxGgnaV9BkoJWcPA35| last=Colley| first=John L. | dateyear=2003| pages=35| publisher=McGraw-HillMcGraw–Hill Professional| idisbn=ISBN0-07-140346-9| 0071403469page=35}}</ref> InThe someregistered states[[Law theof functionagency|agent]]'s isaddress may also referredbe towhere asthe astate '''residentsends agent'''the orpaperwork '''statutoryfor agent''',the howeverperiodic mostrenewal statesof havethe changedbusiness theirentity's statutescharter call this function(if "registered agentrequired)." The Registeredregistered agent for a business entity canmay be an individualofficer or moreemployee oftenof the company, or a third party, such as the organization's lawyer or a service company. Failure to properly maintain a registered agent can negatively affect a company negatively.<ref name="Colley" />

==Nomenclature==

In the United States, a '''registered [[agent (law)|agent]]''' is a business or individual designated to receive [[service of process]] (SOP) when a [[business entity]] is a party in a [[legal action]] such as a lawsuit or summons.<ref name="Colley">{{cite book | title=Corporate Governance | url=http://books.google.com/books?id=WnK2o1GvEt0C&pg=PA35&dq=%22registered+agent%22&sig=RVc6ARalLRcqWlxGgnaV9BkoJWc| last=Colley| first=John L. | date=2003| pages=35| publisher=McGraw-Hill Professional| id=ISBN 0071403469}}</ref> In some states the function is also referred to as a '''resident agent''' or '''statutory agent''', however most states have changed their statutes call this function "registered agent." The Registered agent for a business entity can be an individual or more often a third party such as the organization's lawyer or a service company. Failure to properly maintain a registered agent can affect a company negatively.<ref name="Colley" />

A registered agent is a designated person or entity authorized to receive legal and official documents on behalf of a company or [[Limited liability company|LLC]], and can be referred to as "Resident Agent", "Statutory Agent", commercial or noncommercial clerk,<ref>{{cite web|last1=|first1=|title=Filing Maine Articles of Incorporation Requirements (Clerk)|url=https://www.maineregisteredagent.com/maine-corporation/|website=Maine Registered Agent|publisher=|accessdate=21 June 2024}}</ref><ref>{{cite web|last1=|first1=|title=Maine Registered Agent (interchangeable terms)|url=https://www.llcuniversity.com/maine-llc/registered-agent/|website=|publisher=|accessdate=21 June 2024}}</ref> or by the Federal Motor Carrier Safety Administration (FMCSA), a "process agent".<ref>{{cite web|last1=|first1=|title=How do I find a BOC-3 Process Agent and what do they do?|url=https://www.fmcsa.dot.gov/faq/how-do-i-find-boc-3-process-agent-and-what-do-they-do|website=FMCSA|publisher=|accessdate=21 June 2024}}</ref> These terms are interchangeable.

==Services provided==

==The function of a registered agent==

Most businesses are not [[self-employed|individuals]] but instead [[business entity|business entities]] such as [[corporation]]s or [[Limited Liability Company|Limited Liability Companies (LLCs)]]. This is because there are substantive liability protections as well as tax advantages to being "[[Incorporation (business)|incorporated]]" as opposed to being "[[self-employed]]".

Most jurisdictions in the United States require that any [[business entity]] that is formed retain and maintain a "Registered Agent". This is also known as the “Resident Agent” or "Statutory Agent" depending on the laws of the individual jurisdiction the business entity is registered in. The purpose of a Registered Agent is to provide a legal address (not a PO Box) where there are persons available during all normal business hours to facilitate [[service of process|legal service of process]] being served in the event of a [[legal action]] or [[lawsuit]]. Generally, the registered agent is also where the state government sends all official documents required each year for tax and legal purposes such as [[franchise tax]] notices and [[annual report|annual reports]]. Registered Agents generally will also notify business entities if their state government filing status is in "Good Standing" or not. The reason that these notifications are a desired function of a registered agent is that it is difficult for a [[business entity]] to keep track of legislative changes and report due dates for multiple jurisidictions given the disparate laws of different states.

Most businesses are not [[self-employed|individuals]] but instead [[business entity|business entities]] such as [[corporation]]s or [[Limited Liability Company|Limitedlimited Liabilityliability Companiescompanies (LLCs)]]. This is because there are substantive (and substantial) liability protections as well as tax advantages to being "[[Incorporation (business)|incorporated]]" as opposed to being "[[self-employed]]".<ref>{{cite web|last1=Writing|first1=Alexis|title=What Are the Tax Benefits of Incorporating a Business?|url=http://smallbusiness.chron.com/tax-benefits-incorporating-business-408.html|website=Small Business Chronicle|publisher=Houston Chronicle|accessdate=6 August 2015}}</ref>

Penalties for not maintaining a registered agent generally will cause a jurisdiction to revoke a business’s corporate or LLC legal status as well as in some cases, assess additional penalty fees on the entity.

If a Registeredregistered Agentagent fails to perform their function, it can have direserious consequences for the [[business entity]]. For example, if a customer fell inside a store and sued the store, and the store's registered agent failed to notify the [[business entity]] of a summons to appear in court to respond to the lawsuit, then when the case went to trial, nobody would appear to defend the store and the customer would win by a [[default judgment]]. Additionally, the store would likely not be able to get the [[Judgment (law)|judgment]] overturned on appeal because they had been properly served. This is one of the most common reasons that business entities generally will utilize a third party as their Registeredregistered Agentagent be it a commercial service company, an attorney, or in some cases, a CPA.

The person at thea [[business]] entity that maintains contact with the registered agent is normally the corporate secretary or governance officer.

==Designation==

==Who can perform the function of a registered agent?==

In some states a [[business entity]] is legally allowed to act as its own registered agent, but may designate a third party as registered agent.

A registered agent is designated by a business entity by completing a form and filing it with the appropriate government agency, normally a state's [[Secretary of state (U.S. state government)|Secretary of State]]'s office.{{Citation needed|date=July 2025}}

===Third party registered agent attributes===

* An outside registered agent provides an anonymity shield, protecting a business from exposing its clients, vendors or neighbors to any legal proceedings.

* An outside registered Agent puts a layer of privacy between the principals of a business and the public. For example, many businesses harvest “junk mail” lists from the databases of State offices. Having an actual registered agent greatly reduces the amount of “junk mail” businesses receive.

* As the Registered Agent name and address is one of public record, generally, the registered agent legal address will be the one listed in all official public documents.

* An outside Registered Agent allows [[business entity|business entities]] to freely change their ___location at any time, without filing being required to file costly changes of address with the state they are registered in each time they move.

* Commercial registered agents generally have systems to keep track of filing, notification and publishing requirements of business entities which can save businesses hundreds or even thousands of dollars in late penalties were they to miss a required government filing. These are referred to as "Compliance Managers", "Tax Calendars" and/or "Compliance Calendars".

* Generally most commercial service providers have "Form Libraries" of forms and other documents required to file [[business entity|business entities]] in different jurisdictions - or to keep the [[business entity]] in compliance or "Good Standing".

* Some commercial registered agents provide real-time notice of any litigation, and forward all official documents directly to the companies they represent.

===Initial designation===

=== Registered agent service providers ===

TheIn most all cases, the registered agent for a [[business entity]] is generally assigned in the formation documents filed in a jurisdiction when the entity is originally created.<ref>''E.g.'', Code of Maryland, Corporations and Associations Article, § 4A-204(a)(3) requires the articles of organization of a limited liability company to include "the name and address of its resident agent".</ref> For example, if youa wereperson forming a corporation in the State of [[Nevada]] or [[Delaware]], you would designate the registered agent along with theirthe agent's address on the articles of incorporation that you filefiled with the [[Nevada Secretary of State]] or [[Delaware Secretary of State]] respectively. If the agent can't physicallycannot sign the articles themselvesto be filed, some states such as [[Nevada]] provide that youthe mayregistered assignagent themay agentbe designated using a separate "Registered Agent Acceptance" form with the appropriate acceptance and signature.<ref> [http://wwwnvsos.sos.state.nv.us/comm_rec/crformsgov/omniModules/RAAcceptanceShowDocument.pdfaspx?documentid=866 Example of "Registered Agent Acceptance" form (Nevada)]</ref> A representative of the business or the individual accepting responsibility as registered agent must sign to accept the responsibility of acting as agent. In most states it is a crime to knowingly file a false document with athe Secretaryoffice of State office. The penalties vary widely. For example, in Nevada it is a Class "D"the [[felony]]Secretary toof forgestate this(U.S. signature,state butgovernment)|Secretary inof other states such as [[MichiganState]], italthough isthe onlypenalties avary [[misdemeanor]]widely.

Most any individual person or business entity may legally act as a registered agent, however the service is usually provided by a commercial Registered Agent service company, but can also be provided by an [[attorney]] or in some cases a [[CPA]].

===RegisteredChange of agent service companies===

A business entity might at some point want to change its previously designated registered agent to another party. This is accomplished by obtaining a form from the secretary of state where the business entity is registered, completing said form, and filing it with that state office along with any requisite fees which may vary from state to state. In some cases the required form may simply be a dedicated change of registered agent form, and in other cases, such as in Delaware, an actual amendment to the articles of the business entity must be filed.<ref>[https://corp.delaware.gov/faqs/ Delaware Change of Agent FAQ]</ref>

There are literally hundreds of service companies that perform or contract Registered Agent services. The largest, [[CT Corporation|CT]] (aka "CT Corporation" or "The Corporation Trust Company") and [[Corporation service company|Corporation Service Company]] (aka "CSC") have been around for over 100 years since the dates when the first corporations were formed in the United States.

==Designating aLocating registered agentagents==

Information about persons or entities that may beare willingavailable to act as registered agents/resident agentsin bya given state ismay usuallybe maintained by the respectivestate's [[Secretary of State (U.S. state government)|Secretary of State]]office. Most states also offer free accessonline to theirdatabase databasessearches to findidentify a business entity's registered agent.

The registered agent for a [[business entity]] is generally assigned in the formation documents filed in a jurisdiction when the entity is originally created. For example, if you were forming a corporation in the State of [[Nevada]] or [[Delaware]], you would designate the registered agent along with their address on the articles of incorporation that you file with the [[Nevada Secretary of State]] or [[Delaware Secretary of State]] respectively. If the agent can't physically sign the articles themselves, some states such as [[Nevada]] provide that you may assign the agent using a separate "Registered Agent Acceptance" with the appropriate acceptance and signature.<ref> [http://www.sos.state.nv.us/comm_rec/crforms/omni/RAAcceptance.pdf Example of "Registered Agent Acceptance" form (Nevada)]</ref> A representative of the business or the individual accepting responsibility as registered agent must sign to accept the responsibility of acting as agent. In most states it is a crime to knowingly file a false document with a Secretary of State office. The penalties vary widely. For example, in Nevada it is a Class "D" [[felony]] to forge this signature, but in other states such as [[Michigan]], it is only a [[misdemeanor]].

Some state business entity laws name the Secretary of State's office or business entity filing office as the registered agent of last resort, in the event the named registered agent can't be found. By law, service may be made on the office if the entity's registered agent can not be found. However, the plaintiff must demonstrate that it made a good faith effort to service the registered agent before it may serve the Secretary of State. The state laws vary in how to complete service on the Secretary of State and the amount of fees charged. Some of the states that may have this statutory provision are listed below. MoRAA eliminated this provision but some of the states that adopted MoRAA maintained this provision.{{Citation needed|date=March 2025}}

==Registered agent information==

Information about entities that may be willing to act as registered agents/resident agents by state is usually maintained by the respective [[Secretary of State (U.S. state government)|Secretary of State]]. Most states also offer free access to their databases to find a business entity's registered agent.

==Regulation==

==Model Registered Agents Act==

Most jurisdictions in the United States require that any [[business entity]] that is formed retainor doing business within their borders designate and maintain a "Registeredregistered Agentagent". This isperson alsomay be known as the “Resident"resident Agent”agent"<ref>''e.g.'', Code of Maryland, Corporations and Associations Article, Section § 2-108.</ref> or "Statutorystatutory Agentagent",<ref>''e.g.'', Arizona Revised Statutes, Section 10-501.</ref> depending on the laws of the individual jurisdiction in which the business entity is registered in. The purpose of a Registeredregistered Agentagent is to provide a legal address (not a PO[[Post office box|P.O. Box]]) within that jurisdiction where there are persons available during all normal business hours to facilitate [[service of process|legal service of process]] being served in the event of a [[legal action]] or [[lawsuit]].<ref>''e.g.'', California Corporations Code, Section 1701.</ref> Generally, the registered agent is also wherethe person to whom the state government sends all official documents required each year for tax and legal purposes, such as [[franchise tax]] notices and [[annual report|annual reports]] forms. It is the registered agent's job to forward these suit documents and notices to the entity itself.<ref>''e.g.'', Code of Virginia, Section 13.1-634(B).</ref> Registered Agentsagents generally will also notify business entities if their state government filing status is in "Goodgood Standingstanding" or not. The reason that these notifications are a desired function of a registered agent is that it is difficult for a [[business entity]] to keep track of legislative changes and report due dates for multiple jurisidictionsjurisdictions given the disparate laws of different states.

The ''Model Registered Agents Act'' is an effort spearheaded by the [[American_Bar_Association|American Bar Association]] and the International Association of Commercial Administrators - Business Organization Section (BOS) to standardize [[business entity]] laws as they relate to annual reports, registered agents and other laws and forms used to file [[business entity|business entities]].<ref name="Model RA Act">{{Cite web|url=http://www.iaca.org/downloads/BOS/ModelRegistrationAct/Model_RA_Act_52506.pdf|title=Model Registered Agents Act|accessdate=2007-06-06|publisher=National Conference of Comissioners on Uniform State Laws|year=2006|work=Draft of May 24, 2006|format=pdf}}</ref> The problem this effort seeks to alleviate is the fact that disparate laws, filing requirements and forms in all of the US jurisdictions where [[business entity|business entities]] are filed creates a quagmire for any company seeking to register to do business in those jurisdictions. By adopting a common set of laws, rules and forms - as well as an XML standard for electronic filing, the Model Registered Agents Act seeks to vastly simplify the process of filing and maintaining a [[business entity]] in any jurisdiction adopting it.

The failure to maintain a registered agent may cause a jurisdiction to revoke a business's corporate or LLC legal status, imposition of penalty fees on the entity, or both.<ref>{{Cite web |date=2023-10-09 |title=The Best Registered Agent Service for Your LLC in 2023 |url=https://nomadoffshoreacademy.com/registered-agent-services/ |access-date=2023-10-24 |website=Nomad Offshore Academy |language=en-US}}</ref>

A primary factor in motivating the industry to regulation and adoption of the act is that in November 2006, The [[United States Department of the Treasury]] [[Fincen|Financial Crimes Enforcement Network (FinCEN)]] released a report scrutinizing the registered agent and incorporating industry's albeit unknowing facilitation of financial crimes (money laundering, tax evasion, terror funding, fraud, etc.) and recommended that stricter controls and monitoring be imposed on business entities.<ref name="LLC Assessement">{{Cite web|url=http://www.fincen.gov/LLCAssessment_FINAL.pdf|title=The Role of Domestic Shell Companies in Financial Crimes and Money Laundering: Limited Liability Companies|accessdate=2007-06-06|publisher=Department of the Treasury - Financial Crimes Enforcement Network|year=2006|work=|format=pdf}}</ref> These recommendations were a component of current federal "anti-terror" legislation that is being considered, however these provisions were removed after protest from various Secretary of State offices and to give the industry an opportunity to enact its own regulation.

==The=Who functionmay ofserve as a registered agent===

==Government listings==

Different states have different requirements for registered agents. Typically, the agent must be a natural person resident of the state in question or, in states that allow entities to serve as registered agents, an entity having a business office within the state and authorized to do business in the state.<ref>''E.g.'', New Hampshire Revised Statutes [http://www.gencourt.state.nh.us/rsa/html/XXVII/293-A/293-A-5.01.htm § 293-A:5.01](1)(i): "An individual who resides in this state . . . " or an entity.</ref><ref>''E.g.'', Virginia Code § 13.1-634.</ref> In some states a business entity is legally allowed to act as its own registered agent, if at least one of its officers is a resident of the state, but other jurisdictions may require that a business entity designate a third party as its registered agent.<ref>''E.g.'', D.C. Code Section 29-101.10.</ref> Because most states permit one business entity to serve as a registered agent for others, some businesses exist to serve that exact function, charging a fee to act as the registered agent for hundreds or thousands of businesses in a given state.<ref name=":13">{{Cite magazine |last1=Turton |first1=William |last2=Mehrotra |first2=Dhruv |date=March 5, 2024 |title=Inside the Shadowy Firm Pushing the Limits of Business Privacy |url=https://www.wired.com/story/registered-agents-inc-fake-personas/ |url-status=live |archive-url=https://web.archive.org/web/20240309003004/https://www.wired.com/story/registered-agents-inc-fake-personas/ |archive-date=2024-03-09 |access-date=2024-03-10 |magazine=[[Wired (magazine)|Wired]] |language=en-US |issn=1059-1028}}</ref><ref>{{Cite news |last1=Cenziper |first1=Debbie |last2=Fitzgibbon |first2=Will |last3=Anderson Stern |first3=Emily |last4=Korsh |first4=Michael |last5=Crites |first5=Alice |date=April 5, 2022 |title=The gatekeepers who help open America to oligarchs and scammers |url=https://www.washingtonpost.com/business/interactive/2022/tax-havens-wyoming-pandora-papers/ |url-status=live |archive-url=https://web.archive.org/web/20240219171938/https://www.washingtonpost.com/business/interactive/2022/tax-havens-wyoming-pandora-papers/ |archive-date=February 19, 2024 |access-date=May 17, 2024 |newspaper=[[The Washington Post]]}}</ref>

===Model Registered Agents Act===

Official state government listings of entities that may be willing to act as registered agents/resident agents by state:

The ''Model Registered Agents Act'' (MoRAA) is an effort spearheaded by the [[American Bar Association]] Business Law Section and the International Association of Commercial Administrators (IACA) – Business Organization Section (BOS) to standardize business entity laws as they relate to annual reports, registered agents and other laws and forms used to file business entities.<ref name="Model RA Act">{{Cite web|url=http://www.uniformlaws.org/Act.aspx?title=Registered%20Agents%20Act,%20Model%20(2006)%20(Last%20Amended%202011)|title=Model Registered Agents Act (2006) (Last Amended 2011)|accessdate=2018-04-11|publisher=Uniform Law Commission}}</ref> The act also creates two distinct classes of registered agent: "commercial" and "non-commercial." The National Conference of Commissions on Uniform State Laws (NCCUSL) organized a drafting committee composed of commissions, ABA, and IACA representatives who drafted the act's language. NCCUSL adopted MoRAA at its 2006 annual meeting. It was amended in 2011.<ref>{{Cite web |title=- Uniform Law Commission |url=http://www.uniformlaws.org/act.aspx?title=Registered%20Agents%20Act,%20Model%20(2006)%20(Last%20Amended%202011) |access-date=2025-05-23 |website=www.uniformlaws.org}}</ref> Eleven US jurisdictions (Arkansas, District of Columbia, Idaho, Maine, Mississippi, Montana, Nevada, North Dakota, South Dakota, Utah, and Wyoming) have since adopted the model act, and Delaware did not adopt the act, but did adopt the "commercial registered agent" provision.<ref name=Adoption>{{cite web|title=Model Registered Agents Act - Technical Challenges of Implementation|url=http://www.iaca.org/iaca/wp-content/uploads/01_ITS_MORAA_NCR.pdf|publisher=International Association of Commercial Administrators|accessdate=2014-03-03|author=International Association of Commercial Administrators|pages=4–5}}</ref> The problem this effort seeks to alleviate is that [[Disparate impact|disparate]] laws, filing requirements, and forms in all of the US jurisdictions where business entities are filed creates a quagmire for any company seeking to register to do business in those jurisdictions. By adopting a common set of laws, the Model Registered Agents Act seeks to create a uniform and simple process of filing and maintaining a business entity in any jurisdiction adopting it.

{{div col|colwidth=15em}}

{{Multicol}}

* [httphttps://www.dcedcommerce.statealaska.ak.usgov/web/bsccbpl/pubCorporations/Registered_AgentRegisteredAgentsFAQs.pdfaspx Alaska]

* [https://web.archive.org/web/20140304074848/http://www.sosweb.statesos.ararkansas.usgov/corp_uccBCS/corp_formsDocuments/formsCorporations/ServCo.pdf Arkansas]

* [http://www.sssos.ca.gov/business-programs/private-service-companies/bpd_service_companies.htm# California]

* [httphttps://wwwcorp.statedelaware.de.us/corpgov/agents/agts.shtml Delaware]

* [https://sos.idaho.gov/business-services-resources/registered-agent-information/ Idaho]

*[http://www.idsos.state.id.us/corp/REGAGENT.HTM Idaho]

* [http://wwwmaine.state.me.usgov/sos/cec/corp/servicelistservicecolist.htmhtml Maine]

* [http://www.sos.state.ms.usgov/busservBusinessServices/corpPages/reg_agt_listCommercial-Registered-Agents.aspaspx Mississippi]

* [http://www.sos.momt.gov/business/corporationsAgents/registered_agentsindex.asp MissouriMontana]

{{Col-break}}

* [http://nvsos.gov/index.aspx?page=148 Nevada]

*[http://www.sos.mo.gov/business/corporations/registered_agents.asp Missouri]

* [http://sos.mtnh.gov/BSB/Reg_Agentsagentlist.aspaspx New MontanaHampshire]

* [http://www.sos.statend.nv.usgov/comm_recbusiness/ralist/index.htmregistered-agents North NevadaDakota]

* [http://www.dos.pa.gov/BusinessCharities/Business/Resources/Pages/Commercial-Registered-Office-Providers.aspx Pennsylvania]

*[http://www.sos.nh.gov/corporate/agentlistings.htm New Hampshire]

* [http://wwwsoswy.ndstate.govwy.us/sosBusiness/formsDocs/pdf/regCRA-agent-listRoster.pdf North DakotaWyoming]

{{Multicol-div col end}}

*[http://www.filinginoregon.com/forms/pdf/bizreg/130.pdf Oregon]

*[http://soswy.state.wy.us/corporat/RegAgent.pdf Wyoming]

==See also==

{{Multicol-end}}

* [[Secretary of state (U.S. state government)#Current secretaries of state|List of secretaries of state]], who in the United States, provide information about available registered agents in each state

==References==

{{reflist|1}}

[[Category:Agency law]]

[[Category:BusinessUnited States business law]]

[[Category:LegalRegion-specific legal occupations]]

==See also==

* [[Secretary of State (U.S. state government)#List of Secretaries of State|List of Secretaries of State]]

* Registered agent service companies:

<!-- Please add here only companies which already have a Wikipedia artcile. -->

**[[CT Corporation]] (aka "CT")

**[[Corporation service company|Corporation Service Company]] (aka "CSC")

**[[National Registered Agents, Inc.]] (aka "NRAI")

==External links==

* [http://www.iaca.org/node/22 International Association of Commercial Administrators- Business Organization Section (BOS)]