Commercial Registered Agents and Your Business
Have you considered a commercial agent?
When you incorporate a business (or form an LLC), that new corporation or LLC becomes a separate legal entity from you. Because of this, it’s important that there is an individual representing the company, primarily to accept service of process on behalf of the company. (A legal entity such as a corporation or LLC can be sued—but without a representative or agent, there would be no one to whom service of process documents can be served!)
Many small businesses start out with just one owner, and that owner acts in all roles as a matter of course: President, Secretary, Treasurer, Director—and registered agent. Filling out the form is easy, being able to sign all of the necessary documents yourself is easy . . . it’s simply the easiest way to fill out the paperwork and start a business. But what are you really doing when you appoint yourself as your business’s registered agent?
A registered agent is a requirement in nearly all states (in New York, the state itself acts as statutory agent; in Minnesota an agent itself does not need to be listed, but a physical address does), and in each state that requires one, the information is required to contain a physical address in the state (read: not just a PO box).
What are the responsibilities of a registered agent?
Registered agents’ responsibilities primarily include accepting service of process on behalf of the corporation. But they’re also an important contact with the state, typically accepting mail and other correspondence that can contain important notices, filing reminders, and legislation changes that affect your business. And in states where one company’s permission can enable a second company to register with a very similar name, the registered agent is the person to whom these requests are addressed.
Why should you consider a commercial registered agent?
Many business owners decide to use a commercial registered agent for the following reasons:
A registered agent is legally obligated to forward any correspondence to you and notify you of any service of process. When your business’s contact address is also your home, there’s always the chance that your annual report renewal reminder will end up between the seats of your car, or that the important compliance deadline sitting on the counter will end up in your kid’s Trapper Keeper (is that still a thing?)
Your legal contact address is also your home. A registered agent and street address is something most states require you to list directly in your articles of incorporation, that information all becomes public record upon filing to anyone who knows how to find their Secretary of State’s website and type in a business name (read: anyone), and some business owners don’t want their home address as easily accessible.
How do you make the switch to a commercial registered agent?
There are two main steps involved in your business changing its registered agent from you to another company:
Find a registered agent
A registered agent can be any individual or company (provided the company is authorized to transact business in the state); through the miracle of foreign corporations, there are any number of registered agent service companies out there that have offices in all fifty states so that you never have to worry about finding a registered agent when your business expands.
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Notify the state
When you registered your business with the state offices, a variety of information about your company was recorded and filed away in state databases. If and when any of that information changes, it’s your responsibility as a business owner to update that record—and your business could be penalized or even dissolved for a continued failure to keep accurate records on file with the government.
Sometimes this notification comes in the form of Articles of Amendment, but they are often contained in a more specific Change of Registered Agent form; in either case, the appropriate form can usually be found on the state’s website.