How to Choose Your LLC's Registered Agent
Every LLC needs a registered agent before it files. Here is what the role is, who can fill it, and how to change it later.
Your LLC's registered agent is one choice you must make before you file anything. The U.S. Small Business Administration says an LLC, corporation, partnership, or nonprofit corporation needs a registered agent in its state before it files. So this is step one, not an afterthought.
What a registered agent does for an LLC
The SBA says a registered agent receives official papers and legal documents on behalf of your company. That means official papers and legal documents go to this person or company.
California's FAQ says an agent for service of process accepts court papers if a business entity is sued. New York's guide says process means the papers that acquire jurisdiction of the LLC in a legal action.
Who can serve as your LLC's registered agent
The answer depends on your state.
The SBA says the registered agent must be located in the state where you register. A few states show how different the details get.
The Texas Secretary of State says an initial registered agent may be an individual resident of the state.
California allows a person too. California's FAQ says an agent for service of process can be an individual who lives in California. But California's FAQ also says a business entity cannot act as its own agent for service of process. So in California, an LLC cannot name itself.
New York works differently. New York's guide says the LLC must designate the Secretary of State as its agent for service of process. New York's guide says the LLC must provide an address to which the Secretary of State may mail a copy of any process received.
Delaware has its own rules. Delaware's Division of Corporations says a Registered Agent in Delaware must keep a street address and office in Delaware. Delaware's Division of Corporations also says a Registered Agent in Delaware must be open during normal business hours to accept service of process.
Requirements a registered agent must meet
Delaware and California add more rules.
First, in Delaware the agent must be reachable. That is Delaware's normal business hours rule.
Second, in Delaware the agent must agree to the job. Delaware's Division of Corporations says the chosen Registered Agent must consent to being appointed before a filing is submitted. California has a version of this for commercial agents. California's FAQ says a Registered Corporate Agent must give advanced approval before it is designated as an agent for service of process.
Delaware also warns buyers. Delaware's Division of Corporations says the State of Delaware does not regulate Registered Agents. Delaware's Division of Corporations says it is the consumer's job to use care when picking a Registered Agent. Delaware's Division of Corporations says its list of Registered Agents is a convenience only. The State of Delaware makes no promises about the agents on it. Check out any service before you hire it.
Acting as your own registered agent vs. using a service
Can you be your own LLC's registered agent? In some states, yes. California's FAQ says a small corporation often names an officer or director as its agent for service of process. An LLC owner in a state that allows individuals can do the same.
The SBA says many business owners prefer to use a registered agent service rather than take on this role themselves.
A registered agent service is worth considering if you work away from your listed address, travel often, or just want one less thing to track.
Privacy and public-record considerations
In California, your agent's name and address do not stay private.
California's FAQ says the name and physical street address of an agent for service of process is a public record. California's Secretary of State says a business entity's listed agent for service of process is available through bizfile Online. Anyone can look it up.
In California, if you act as your own agent, your name and physical street address go into that public record. California's FAQ says a Registered Corporate Agent's address is on the Secretary of State's Business Search.
Changing your registered agent
Agents retire, move, or quit.
Colorado is one example. The Colorado Secretary of State charges $10.00 to file a Statement of Change for registered agent information.
Florida folds the change into another form. Florida's guide says the annual report lets you change the registered agent and registered office address.
California adds a step. California's FAQ says a Statement of Information must also be filed if the agent for service of process changes or resigns.
What to do after you appoint your registered agent
Once the agent is named, you can file your formation paperwork. The timeline after that depends on your state.
Next, get a tax ID. The IRS issues these. Learn how to get an EIN number or follow the steps to apply for an EIN for your LLC.
After that come the ongoing filings. Your state may have ongoing filings, so read about the annual LLC report. You may also need a business license depending on what you do and where.
If you form in a popular state, we have state guides too. See the Delaware registered agent and California registered agent rules, or how to form an LLC in Florida.
Sources
- Launch your business - Small Business Administration
- Colorado Secretary of State Business Organizations Fee Schedule
- Texas Secretary of State Form 205 - Certificate of Formation - Limited Liability Company (Texas Form 205)
- California Secretary of State Business Entities FAQs
- California Secretary of State Service of Process
- Florida Division of Corporations Annual Report
- Forming a Limited Liability Company in New York - New York Department of State (Articles of Organization) (New York Articles of Organization)
- Delaware Division of Corporations Registered Agents