Whether you may operate a business without a registered agent depends on your company’s business structure. Formally registered business entities (such as Limited Liability Companies and Corporations) must designate a registered agent on their formation documents and maintain registered agent services on an ongoing basis. Sole Proprietorships (and General Partnerships that have not converted to an LLP or another form of Partnership) are not required to have a registered agent because they do not file formation paperwork with the state and are not considered separate legal entities from their owners.
Entities may change their registered agent service provider, but they may not operate without a registered agent at any time. If an entity conducts business in multiple states, it must designate a registered agent in each of those states.
Even if a business is not required to appoint a registered agent, it can be valuable to have one for privacy and peace of mind. A registered agent is authorized to receive time-sensitive legal notices, government correspondence, and other official documents on behalf of your company. Because a registered agent must meet the state’s qualification criteria and maintain specific hours of availability, it helps ensure that official time-sensitive and confidential correspondence is received by a reliable, trustworthy party who will immediately deliver it to you.
Which Entity Types Must Designate a Registered Agent?
Generally, any legal business entity created by filing formation paperwork with the state must have a registered agent.
Examples include:
- Limited Liability Company (LLC) – Including those taxed as a Sole Proprietorship, Partnership, C Corporation, or S Corporation
- C Corporation – Including those taxed as an S Corporation
- Nonprofit Corporation
- Limited Partnership (LP)
- Limited Liability Partnership (LLP)
- Limited Liability Limited Partnership (LLLP)
What Happens If an Entity Doesn’t Appoint One?
If a business fails to designate or maintain a registered agent, it can experience serious legal, financial, and operational consequences.
Examples include:
- Legal proceedings moving forward without you because you did not receive important notifications and requests for response
- Public embarrassment and damage to reputation (Customers, employees, or guests might witness the delivery of “service of process,” like legal complaints or summonses, to your home or business address.)
- Loss of liability protection
- Missed filing deadlines because important notices got misplaced or accidentally thrown away
- State fines for noncompliance
- Loss of good standing status, preventing the business from operating in the state
- Fees to reinstate good standing
- Inability to qualify to conduct business in other states
- Administrative dissolution of the business entity
Who Should You Choose as Your Registered Agent Services Provider?
While many states allow a business owner to designate themselves, an employee, or another individual as their registered agent, there are downsides to that approach. Serving as your own registered agent or assigning that responsibility to a team member or another person adds another layer of responsibility that can potentially interrupt other duties. Additionally, it requires the designated person to be available at a specified address during specific hours of the day, Monday through Friday, to accept service of process and other documents on behalf of your company. Given that individuals need to take lunch breaks, go on vacation, take time off when ill, etc., they might not always be there to reliably accept correspondence.
Alternatively, a commercial registered agent specializes in handling critical correspondence, legal notices, and other official documents for business entities. With a physical mailing address of their own and the infrastructure and processes in place to reliably receive documents, they help ensure business owners retain their privacy and get critical notifications promptly. Moreover, they help monitor upcoming deadlines and inform their clients about new compliance responsibilities.
Learn More
Check out these other resources for everything you need to know about what a registered agent does and how to select one that will meet your needs.
Never Miss a Beat with CorpNet as Your Registered Agent
Whether your business conducts business in one state or all 50, CorpNet’s registered agent services ensure your legal, tax, and government notifications and documents are received without fail and provided to you promptly.
