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Every corporation and limited liability company (LLC) must appoint and maintain a registered agent in the state of formation and in every state where it is authorized to do business.(Some states use the term resident agent or statutory agent.) A registered agent exists to be the hands and feet of a formal entity with respect to receiving and processing legal papers (Service of Process) and official state administrative notices, such as annual report notifications.
Each state has its own rules regarding the qualifications to service as a registered agent. In order to become a registered agent for a statutory entity (which includes limited partnerships (LP) and limited liability partnerships (LLP), as well as corporations and LLCs), an individual or a company must meet these minimum qualifications requirements. In addition, the entity must take formal action to appoint the registered agent. In many states, the registered agent must acknowledge and/or consent to the appointment.
Each state requires that an individual be a resident of that state in order to serve as an entity’s registered agent. Not only must the individual be a state-resident, he or she must have an actual physical address within the state—a post office box will not suffice. Some states impose additional requirements. For example, in Virginia, not every resident can serve as a registered agent: an individual must be an attorney or part of the corporation’s management. In Colorado, the individual must be at least 18 years of age. It is important to verify the requirements for each state where a registered agent is required.
There is another critical requirement to keep in mind—althought not all states specifically spell out this requirement in their statutes: A registered agent must be available during normal working hours throughout the year. It may seem tempting to dismiss the “throughout the year” portion, but there is no guarantee that Service of Process will wait until the company president is back from vacation. If no one is there to accept Service of Process, the lawsuit can still proceed—but the company may forfeit its right to present a defense. The need for year-round, full-day availability is one reason why companies opt for a professional registered agent service company, even in their home states.
All states permit certain entities, such as corporations and LLCs, to serve as registered agents for other entities. However, these professional registered agent services must be properly registered with the state. In most states, an entity serving as registered agent must have a street address and office in the state that is open during normal business hours. Most states permit foreign entities to serve as registered agents, provided they are authorized to do business in the state.
In a few states, such as Delaware and Colorado or the entity can serve as its own registered agent. However, most states do not allow the entity to be its own registered agent.
The most appropriate question that a business owner should ask is not “What is required to become a registered agent?” but “Should I become a registered agent?”Although the requirements to become a registered agent are relatively easy to meet, there are significant responsibilities involved and failure to perform those duties successfully can have serious adverse consequences for the business. Using a professional registered agent such as CT makes sense when:
In these cases, a professional registered agent ensures that you will receive vital legal and state documents in a timely fashion.