Wolters Kluwer

What Is a Registered Agent?

A registered agent is an individual or a company that is appointed by an LLC or corporation to receive service of process, legal documents, and important state communications on behalf of the business. Every corporation or LLC must have an in-state registered agent in its formation state and in every state where it is registered to do business. Failing to appoint and maintain a registered agent can result in severe penalties for the LLC or corporation, and sometimes, its owners.

CT Tip: This agent is referred to as a “registered agent” in most states. However, some states use the term resident agent, which serves to emphasize that the agent must be a resident of the state. “Statutory agent” is another term that may be used, highlighting the fact that an entity is required by statute to appoint and maintain an agent for service of process. 

What Is Service of Process?

Service of process is notice that there is a lawsuit filed against the LLC or corporation. Usually, this involves serving the defendant with a summons. In the case of an LLC or corporation, the summons is served on the registered agent. By serving process on the registered agent, the court obtains jurisdiction over the corporation or LLC.

CT Tip: Not having a registered agent to accept service of process does not mean that the company cannot be sued. What it does mean is that the court can obtain jurisdiction in another manner, but the company will not have timely notice of the lawsuit and will not be able to mount a defense.

In addition to receiving service of process in connection with a lawsuit against the LLC or corporation directly, the registered agent receives other mission-critical documents, such as:

  • notice of garnishment proceedings against an employee
  • litigation documents once the lawsuit is underway, including motions or requests to produce documents
  • legal notices
  • government correspondence, such as notices of annual report deadlines and tax notification
  • other compliance-related documents

Although these documents might be very different, they all have one common element. Each one contains vital, time-sensitive information.

What Happens If You Don’t Designate A Registered Agent?

When you form an LLC or incorporate, you must designate an initial registered agent. The state won't approve your Articles of Incorporation or Articles of Organization if you do not do so. The requirement applies when you register to do business in another state (foreign qualify) by obtaining a Certificate of Registration.

However, it is not enough to have a registered agent at the time of formation or registration.

You must maintain a registered agent in your home state and every state where you have registered to do business. Many states require that the current registered agent be listed on the entity’s annual report. All states expect the entity to file a change of registered agent form whenever the agent changes.

If you don’t maintain registered agent, your company is at risk in four ways.

  • You may not receive critical information that you need. For example, if your company is sued and there is no registered agent to receive the summons, the plaintiff can proceed with the lawsuit—without you. A default judgment can be entered against your company even if the lawsuit was frivolous and you could easily have won the case. By the time the judgment is enforced against your assets, it may be too late to undo the damage.
  • Your company risks its good standing with the state. Losing good standing can have a serious impact on your business. It can prevent you from bringing a lawsuit in the state, expanding into other states, or obtaining financing that you need to expand your business.
  • Your business (and you personally) may be hit with fines and penalties for noncompliance. This can be a Catch-22 because without a registered agent, you may be unaware of the situation which can cause the amounts and sanctions to continue to increase.
  • The state can administratively dissolve your entity. If this happens, you forfeit the limited liability protection that your entity provided which leaves you exposed to business creditors. It most cases, administrative dissolution can be remedied—but not in every case and not after too much time has elapsed.

Why Should You Choose A Professional Registered Agent?

The minimum qualification to serve as a registered agent is pretty simple: The registered agent must be a resident of the state. For entities that are formed in the state of residence of one of the board members or officers, the temptation is to simply appoint one of these individuals as the registered agent. Another temptation is to have the entity’s attorney serve as the registered agent. Although expedient, these solutions usually are not the best option. 

CT Tip: When you expand into a new state, a professional registered agent service is a necessity due to the requirement that the registered agent be a resident of the state. CT Corporation has over 100 years of experience in providing reliable Registered Agent services with offices in all 51 jurisdictions.

It is often a better strategy to choose a professional registered agent service. Why? Because it is essential that the registered agent always be ready, willing and able to perform two critical functions mentioned earlier:

  • Receive important state and legal documents
  • Relay these documents to the appropriate party quickly and effectively

With a professional Registered Agent, you can be confident that there will be someone at the registered address during all standard business hours and available to be served a legal notice. There is no worry that the Registered Agent will be on vacation or away from the office when Service of Process is attempted. Moreover, receiving legal notices in front of your customers (and if operating a home-based business, in front of your family, friends and neighbors) can be uncomfortable to say the least.

Another key factor is that promptly relaying the information is essential, especially in the case of a lawsuit which usually requires a response within a matter of days to avoid default judgment. Receiving legal documents is the professional Registered Agent’s entire job, not simply an interruption in an otherwise busy schedule. Finally, dealing with paperwork and keeping up with industry requirements and regulations is time-consuming. A professional Registered Agent service is focused on this area of the law and, in the case of CT, has a team of attorneys and contacts with state legislatures that monitor and responds to changes in the law.

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