does an s corporation, c corporation, or llc require a registered agent?
TRANSCRIPT
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?
Registered Agent Definition
Each state varies. Generally:
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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
What is a Registered Agent?
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
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What is a Registered Agent?
Does Your Business 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.
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Do I Need a Registered Agent?
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:
Does Your Business Need a Registered Agent?
When you register to do business in another state (“foreign qualification”), you must appoint a Registered Agent.
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Do I Need a Registered Agent?
Registered Agent (& Registered Office)
State Registration requires:
LLC S Corp C Corp
Does Your Business Need a Registered Agent?
The requirement to have a Registered Agent is ongoing.
A Registered Agent is required until the company dissolves or withdraws from the state.
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Do I Need a Registered Agent?
Does Your Business Need a Registered Agent?
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.
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Do I Need a Registered Agent?
Does Your Business Need a 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-AssessmentAsk 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
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Can I Be My Own Registered Agent?
Does Your Business Need a Registered Agent?
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.
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Can I Be My Own Registered Agent?
Does Your Business Need a Registered Agent?
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
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Can I Be My Own Registered Agent?
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 documentsBut 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 issueDefault judgment against company
Does Your Business Need a Registered Agent?
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
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Can I Be My Own Registered Agent?
Does Your Business Need a Registered Agent?
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
17Does Your Business Need a Registered Agent?