Does Your Business Need a Registered Agent?

DOES YOUR BUSINESS
NEED A REGISTERED
AGENT?
OCTOBER 2016

Popular business entity choices among
business owners are:
Does Your Business Need a Registered Agent? 2
LLC(Limited Liability Company)
S Corp(S Corporation)
C Corp(C Corporation)

LLC, S Corp, and C Corp owners often ask:
 What is a Registered Agent?
 Do I need a Registered Agent?
 Can I be my own Registered Agent?
3Does Your Business Need a Registered Agent?

What is a Registered Agent?

Registered Agent Definition
Each state varies. Generally:
5
Registered Agent
• Resident individual or qualified
corporation
• Appointed & maintained by business to
receive legal and state documents
• Also known as Resident Agent or
Statutory Agent
A Registered Agent is an agent appointed and maintained by a business entity, such as an LLC, S
Corp, or C Corp, to receive official notices and service of process on the company’s behalf in a
state. The registered agent must have a street address in the state. This address is the business
entity’s registered office. The agent’s name and location are “registered” and kept on file with the
state business entity filing office.
Registered Office
• Physical address in the state
• No P.O. Boxes
• Need not be a company business office
Does Your Business Need a Registered Agent?

A Registered Agent
 Is the company’s official point of contact in the state
 Receives state notices & official documents, service of process
(SOP), wage garnishments, other important information
NOTE: These documents often have time-sensitive deadlines
 Must be physically present at office during normal business
hours throughout the year
 Should have expert, trained professionals who will recognize
important documents and promptly relay them to the correct
individuals
6

Do I Need a Registered Agent?

LLC (Limited Liability Company)
When you form your business, designating
a registered agent is part of the LLC
formation or incorporation process.
8
S Corp (S Corporation)
C Corp (Corporation)
Registered Agent
(Some states also require a Registered Office)
Articles of Incorporation
(or Certificate of Incorporation)
Require:
Articles of Organization
(or Certificate of Organization)
Require:

When you register to do business in
another state (“foreign qualification”), you
must appoint a Registered Agent.
9
Registered Agent (& Registered Office)
State Registration requires:
LLC S Corp C Corp

The requirement to have a Registered Agent
is ongoing.
 A Registered Agent is required until the company dissolves or
withdraws from the state.
10
 You’re also required to keep the
state record accurate, so if you
change your Registered Agent at any
point, you must also update the
state record.

Not having a Registered Agent can lead to:
 Penalties or judgments against a company,
without it having an opportunity to defend
itself.
 Forfeiting the right to bring legal claims.
 Loss of good standing with the state, which can
limit opportunities to expand the business.
 Dissolution of the company by its home state or
revocation of the right to do business in foreign
states, which can affect limited liability.
11

Can I Be My Own Registered Agent?

If a garnishment, foreclosure, or subpoena comes
and you’re not there to receive it (or if you receive it
and mishandle it), you may face fines, penalties,
and legal repercussions.
Self-Assessment
Ask yourself:
 Are you ever unavailable during business hours?
 Would your employees be unsure what to do with an
urgent legal notice?
 Could you possibly miss a document requiring
immediate action?
Consider some common, real-life examples
13
Yes, but it’s risky.

Example: “Return to Sender” Problems
A manufacturer named an individual as Registered Agent. Eventually, this
individual retired, but the information wasn’t updated on the Secretary of
State’s records.
14
The Problem: Lawsuit papers on a $27,000 claim for defects sent to the individual
on record were returned as undeliverable.
The Result: The manufacturer lost due to default judgment. The court ruled that
the company should have updated its info.

Additional Examples:
The Inbox Overflow
Out of Office
The Mailroom Mix-Up
15
The Problem
Assistant received documents
Dropped them into inbox
Individual agent failed to
check inbox
Individual agent out of the
country for a few weeks
Company received documents
But company’s counsel never
saw them
The Result
$150,000+
Default judgement against LLC
$29,000+
Default judgment against LLC
Over $7.5 million in damages
at issue
Default judgment against
company

Professional Registered Agent Services
A professional Registered Agent is always a
better choice, and typically offers:
 Professionals trained on handling important
legal documents
 Availability during all business hours
 A discreet address to protect your privacy
and keep process servers away from your
business
 Compliance alerts and other services that
help you manage your business
16

Thank You
Questions? For more information, contact
CT’s Expert Registered Agent Professionals
CT provides Registered Agent and
LLC, S Corp, and C Corp Services nationwide
Trusted by businesses of all sizes for over 120 years
CT Corporation is not a law firm and does not provide legal advice. If legal advice is required, please seek the services of an attorney. Read CT
Corporation’s full disclaimer at https://ct.wolterskluwer.com/terms-conditions
Copyright © 2016 Wolters Kluwer and/or its affiliates. All rights reserved

Does Your Business Need a Registered Agent?

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