LLC Registered Agent: Do You Need One, and Can You Be Your Own?

Do I need a registered agent for my LLC or corporation?

Yes, in nearly every state. An LLC or corporation must keep a registered agent at a street address in the state where it was formed, and in every other state where it registers to do business. Delaware requires one for every LLC and every corporation (6 Del. C. § 18-104; 8 Del. C. § 132). Texas requires every Texas or out-of-state filing entity to keep one continuously (Texas Secretary of State). The rule comes from state law, so C corporations, S corporations and LLCs all have it, and so do limited partnerships and limited liability partnerships in states such as California (California Secretary of State).

Three states work differently. A New York LLC or corporation must name the Secretary of State as its agent for service of process, and a separate registered agent is optional (New York Department of State; corporations; FAQs). Pennsylvania requires no registered agent, only a registered office in the state (a street address or rural route box number) or a listed commercial registered office provider (Pennsylvania Department of State). West Virginia lets an LLC or corporation keep a registered agent but does not require one; without one, papers can be served on the Secretary of State (W. Va. Code § 31B-1-108; § 31B-1-111; § 31D-5-501; § 31D-5-504). A sole proprietor or general partnership that never filed with the state usually has no agent to appoint.

The case stops being simple when the company is registered in more than one state, when its agent resigned or the state shows no current agent, or when the state already canceled, forfeited or dissolved it. Lawsuits and state notices can then go unanswered while deadlines run.

Gather: the company's file number in each state, the agent's name and address on each state's record (shown in that state's online business search), the company's principal office and mailing addresses, and any resignation letter or state notice received.

What does a registered agent do?

A registered agent accepts lawsuits (service of process) and official notices for the company at an address in the state, then passes them on. Delaware law makes the agent accept and forward process and other communications, and forward the yearly tax statement for an LLC or annual report for a corporation; the agent may not work only through a virtual office or mail-forwarding service (6 Del. C. § 18-104; 8 Del. C. § 132). Texas describes the duty as forwarding any process, notice or demand to the address the company most recently gave the agent (Texas Secretary of State).

States use different names for the same role:

Can I be my own registered agent?

Usually yes, if you live in the state, have a street address there, and are available there during normal business hours. Who else may serve, and whether the company itself may serve, differs by state:

A friend or relative who lives in the state can serve in Delaware, Texas or California if they agree. In Virginia an individual agent must hold a role in the LLC, be a designated employee or be a Virginia State Bar member, so a friend with no role cannot. In Texas, serving as agent does not by itself make a person liable for the company's debts (Texas Secretary of State).

A post office box alone usually does not qualify; Virginia accepts one only in a city or town of under 2,000 people where the location has no street address (Virginia SCC). The Texas form asks for a street address with no P.O. box, and the office cannot be only a mailbox or answering service (Form 401; instructions). Ohio bars a post office box as an entity agent's place of business, even one with a street address (§ 1706.09). Pennsylvania does not accept a post office box address alone (Pennsylvania Department of State).

Whoever you name must agree first. Delaware says the agent must consent before the filing (Division of Corporations), and Texas treats naming an agent without consent as a false statement in a filing, with the liabilities and penalties for false filings in its Business Organizations Code (Texas Secretary of State).

Should I use my home address as the registered agent address?

You can where the state allows it, but the address goes on the public record and someone must be there to receive papers. California's business search shows the agent's name and address (California Secretary of State), and so do New York's records (New York FAQs). Ohio requires an individual agent to list the street address of a primary residence in Ohio (§ 1706.09).

Weigh three things before using your home:

• Privacy: your home address becomes part of the company's public record.
• Presence: Delaware requires an individual agent to be generally present at the designated location often enough to accept service; Texas requires a place where the agent can be served in person during normal business hours. Papers can be missed while you travel.
• Moving: each move means a filing with the state, and moving out of the state ends your eligibility to serve.

The other choice is an entity agent, a business that serves as agent. Delaware posts a list of agents only as a convenience and does not endorse any of them (Division of Corporations).

Is the registered agent address my business address or tax address?

No. The registered office is where legal papers are served; it does not have to be where the company does business (6 Del. C. § 18-104; Form 401 instructions). Virginia keeps the principal office as a separate record with its own no-fee filing (Virginia SCC).

A change filed with the state does not tell the IRS. When the company's own mailing address or location changes, the IRS uses Form 8822-B (IRS). Owners abroad who want to use an agent's address for mail should read US business addresses and bank accounts from abroad.

What happens if my registered agent quits?

The agent gives the company written notice and files a resignation with the state. After a waiting period the company has no agent, and it must name a new one or risk losing its existence or its registration.

Act when the notice arrives, not when the resignation takes effect. Delaware requires the company to name a new agent after receiving the notice, and a Virginia statement of change ends the old appointment as soon as it is filed.

How do I change my registered agent or its address, and what does it cost?

File the state's statement of change naming the new agent or new street address, after the new agent agrees. The filing amends the company's record; it is not a new formation.

Virginia law says the statement must be filed promptly when the agent dies, resigns or stops qualifying (§ 13.1-1016). If only the agent's street address changes, the agent may file the update itself in Texas and Virginia; the company may also file it. A company registered in several states files a separate change in each one.

A New York company that named no registered agent has none to replace, but it keeps its address for service of process current through its biennial statement, or a certificate of change or amendment (New York Department of State).

What if I had no registered agent and missed a lawsuit or state notice?

The lawsuit can go ahead without you. When no agent can be found, states let the person suing serve a state office instead, and a court can then enter a default judgment if the company does not respond in time.

• Delaware: process may be served on the Secretary of State, who sends a letter to the address on the state's record (§ 18-105 for an LLC; 8 Del. C. § 321 for a corporation).
• Virginia: the clerk of the SCC becomes the LLC's agent for service (§ 13.1-1018).
• Ohio: the Secretary of State receives the papers and mails them by certified mail to the principal office on record, or to another address the plaintiff found (§ 1706.09).
• California: a court can order service through the Secretary of State after diligent attempts fail (California Secretary of State).
• New York: the Secretary of State is always the agent and mails the papers to the address on file for service of process; if that address is out of date, the company may never see them (New York FAQs).

In California, once 30 days pass after service with no response, the plaintiff can ask the court for a default judgment and then try to collect it (California Courts). Undoing a default or defending the case is a matter for a lawyer.

Missed state notices can cause a different problem: a report or tax goes unfiled, and the state may then end the company's good standing. Check the company's status in each state, appoint an agent, catch up the missed annual reports and fees, and follow reinstating your company if the state already acted.

Example

These examples are illustrative; figures are in US dollars.

A Texas owner who is her own agent moves her shop

A Texas resident owns a one-member LLC and serves as its registered agent at her shop. She moves the shop across town. She files Form 401 with the new street address and pays the $15 state fee, so papers served at the old shop do not go astray. If she later moved out of Texas, she would need a new Texas agent, because an individual agent must be a Texas resident.

A Delaware LLC's agent resigns

The agent mails the LLC written notice on March 1 and files its certificate of resignation on April 1. The resignation takes effect May 1, 30 days after filing. The LLC names a new agent in April. Had it done nothing by May 1, its certificate of formation would be canceled and lawsuits would go to the Secretary of State.

A Virginia LLC's member-agent moves away

A Virginia LLC's member served as its agent at her Virginia home. She moves to another state and no longer qualifies, since an individual agent must be a Virginia resident. The LLC files a statement of change, LLC1016, naming an entity authorized to serve as agent in Virginia. The SCC charges no fee.

Different for you?

• You live outside the US: see US business addresses and bank accounts from abroad for agent and address choices.
• You have not formed the company yet: follow how to form an LLC; for year-one costs including an agent, see LLC cost by state.
• The company also does business in a second state: it needs an agent there too; see registering in another state and get business formation help.
• You are moving to another state: you can no longer serve as agent in the old state; see moving your company to another state and get business formation help.
• Your agent lapsed, or the state canceled, forfeited or dissolved the company: see reinstating your company and get business formation help before deadlines pass.
• A bank, buyer or another state wants proof of status: see certificate of good standing.
• You want one state's full formation steps: see, for example, how to start an LLC in Virginia.