Does an S Corporation, C Corporation, or LLC Require 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?



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


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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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.

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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:


https://ct.wolterskluwer.com/llc-limited-liability-company

https://ct.wolterskluwer.com/s-corporation

https://ct.wolterskluwer.com/c-corporation

https://ct.wolterskluwer.com/registered-agent-services

When you register to do business in another state (“foreign qualification”), you must appoint a Registered Agent.

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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.

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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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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-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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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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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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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


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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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



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