LLC Registered Agent
One of the basic requirements for the formation of every limited liability company is the designation of a registered agent. In some states, the role of the registered agent is called a resident agent or statutory agent, but although the term is different, the function is the same.
What is an LLC's registered agent?
A registered agent (or resident agent or statutory agent) is a person or company which the LLC designates in its formal filings with the state as a agent to receive certain types of notices and legal filings. The name and address of the registered agent are publicly available from the secretary of state (or equivalent office responsible for overseeing business entities in a state).
What is the role of the registered agent of the LLC?
The primary function of a registered agent is to provide a physical address (not just a post office box) where notices and legal documents may be delivered to the LLC.
What types of legal documents does the registered agent receive?
The documents served on the registered agent can include any type of document that requires a formal notice to the LLC. The two most common categories of legal documents delivered to registered agents are:
- Court proceedings: Commencement of a legal action against an LLC usually requires that the LLC be served personally with a summons and complaint. Similarly, an LLC that has documents or records which relate to litigation in which the LLC is not a party may receive a summons to provide those documents in the course of the pre-trial discovery process. In each case, the notice (summons) is often served on the registered agent because its address is easy to find and verify.
- State notices: Most states send notices to the registered agent which relate to maintaining the registration of the LLC. These include such items as annual reports, franchise tax returns, notices of delinquency, and notices of dissolution or revocation. Notices from other state agencies (such as tax departments and regulatory agencies) are typically sent directly to addresses provided by the LLC for those purposes, and not to the registered agent.
Who can serve as the LLC's registered agent?
The registered agent for an LLC may be an individual, such as a manager, member or employee of the LLC. However, it is more common (and often preferable) to designate a third party, such as the LLC's lawyer or one of the many registered agent services.
What happens if the LLC fails to name a registered agent?
Failure to maintain a registered agent generally will cause a jurisdiction to revoke an LLC's legal status. In some cases, a state may also assess additional penalties or fees on the LLC.