What is a Registered Agent?

All you need to know about this simple - but essential - step for every registered business.

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A registered agent is someone whom you designate to receive official papers for your business. These would include documents related to lawsuits, and also important communications from the state such as renewal notices for business registrations. Often, laws or official instructions relating to registered agents refer to their receiving “service of process,” which is a way of saying that registered agents are designated to receive papers relating to lawsuits.

You need a registered agent in each state where you are registered to do business. As a rule, this means any state in which you’ve registered a corporation, limited liability company (LLC), limited partnership, or limited liability partnership (LLP). Your registered agent is “registered” in the sense that you submit a form to the state that “registers” who will be your business’s agent for official—including lawsuit-related—communications.

If you’re just starting a registered business, such as an LLC or corporation, you will designate your initial registered agent as part of your articles of organization (for an LLC) or articles of incorporation (for a corporation). The latter forms—which in some states have different names—are available for download directly from websites maintained by each state’s Secretary of State or equivalent office. Similarly, if you already have a registered business in a particular state, but need to update information about your registered agent, there typically is a downloadable form available from the Secretary of State that you will use to provide that updated information to the state.

The registered agent must be located in the state where your business is registered. More particularly, you must provide not just a name but also a physical—street—address for the registered agent. This ensures that documents relating to lawsuits can be personally served on an actual, physical location, in accordance with the statutory rules for serving papers on parties to lawsuits.

In many cases, you or another member of your business, such as a partner, a member of your LLC, or an officer of your corporation, will serve as the registered agent, and the address for the registered agent will be your business location. In other cases, you may choose to appoint a separate individual, such as a lawyer, to act as your registered agent. There may also be instances where you will rely on a registered-agent company.

Example 1. Jerry and Bonnie are starting up a new technology consulting business in Kansas City, Missouri. The business is registered as a limited liability partnership (LLP). They see that Missouri’s LLP statute requires that their LLP have both a registered office and a registered agent, and that the registered agent must be located in the State of Missouri. In addition, when they download the Secretary of State’s application to register their new LLP, they see that one of the first items it asks for is the name and street address of the registered agent. They decide that Bonnie will serve as the registered agent, and that the street address will be the same as their office address.

Example 2. Two years later, Jerry and Bonnie’s business has evolved and expanded. They now have several additional partners and Bonnie wants to leave the business and devote her time to other endeavors. It is no longer appropriate for Bonnie to serve as the LLP’s registered agent, and Jerry agrees to take over that role. To ensure that the state is notified of this important change, Jerry completes the state’s form for changing a registered agent.

Example 3. Three years ago, Paul incorporated his small Lexington, Kentucky manufacturing company and designated himself as registered agent. Unfortunately, there have been several lawsuits in the last twelve months, and so Paul has now decided it makes more sense to have his lawyer act as registered agent for his company. He downloads the appropriate consent form from the Secretary of State and gives it to his corporation’s lawyer to fill out, sign, and file with the state. (The Missouri form in Example 2 also indicates that the designated registered agent must provide consent.)

A final note: as part of the (usually) simple process of designating a registered agent, states routinely require you to obtain consent from the party you wish to designate as a registered agent.

 

by: , Contributing Author

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