Change of Registered Agent: Everything You Need to Know
A change of registered agent is a common occurrence with many business entities since both staff and the needs of the company will undoubtedly change over time.3 min read
2. Penalties for Not Reporting Changes
3. Reasons for Changing the Registered Agent
4. How to Change the Registered Agent
A change of registered agent is a common occurrence with many business entities, since both staff and the needs of the company will undoubtedly change over time. The registered agent of a company is the person who is tasked with receiving vital legal paperwork on behalf of the company. This includes the receipt of notices of lawsuits and other types of legal correspondence that will often be delivered through process-serving, which requires physical delivery and acceptance of the paperwork.
The designated registered agent may also be referred to as an "agent for service of process." A registered agent is authorized to perform business in the same state as your company and will receive paperwork, including:
- Service of process notices
- Correspondence from the secretary of state's office
- Official government notifications
- Tax forms
To be a company's registered agent, there are certain requirements that the chosen individual must meet. The registered agent must:
- Reside in the same state in which the business is formed
- Have a physical address
- Must be available to receive paperwork during normal business hours
- Must be allowed to conduct business by the state
A registered agent can be an individual or another entity. Businesses can choose a member of the LLC, a third party such as a registered agent service, or another third party such as an attorney or accountant.
Responsibilities of Registered Agents
While a registered agent is responsible for taking some of the most vital documents of a company, such as legal paperwork, business filings, and tax forms, they may or may not have a role in the operation of the business itself.
Penalties for Not Reporting Changes
One of the requirements for forming an LLC is designating a registered agent. This is an important step in registering your business with the secretary of state's office and is a requirement that cannot be avoided. This information must also be updated if changes occur. Failure to do so can not only cause you to lose your good standing as a business, but it can also cause you to incur some expensive fines. Not registering or reporting a change of registered agent can result in:
- Penalties and fines
- License revocation
- Reversal of your right to enter into legal contracts or access the state court system
- Costly and legally complicated reinstatement processes
Reasons for Changing the Registered Agent
A company may have to change its registered agent for a number of reasons. When a business is being formed, the owners often will designate themselves or another member as the registered agent for convenience, or because the company is still small and can handle those duties itself, without having to hire a third party to handle those duties. This can change as the company begins to grow and evolve.
Some reasons for changing the registered agent include:
- Not wanting their address to be a matter of public record. Because a registered agent's address is used for process-serving, it must be a public record that other people can see when they perform a business entity search. A registered agent may wish to stop serving because of privacy concerns.
- No longer being available during regular company business hours. Due to an increased workload or the need to work away from their physical address, a registered agent may no longer be able to fulfill the requirement to be available at the listed address during normal business hours.
When a member or owner decides to no longer serve as the company's registered agent, the company may choose to replace them with a third-party registered agent service, accountant, or attorney. Such changes must be filed with the secretary of state's office.
How to Change the Registered Agent
There are multiple steps that you will need to follow to change your company's registered agent officially. Some of the steps required to make the change include:
- Obtain all of the necessary information. Check with your state laws to find out the process you need to follow to change your registered agent.
- Fill out all the required forms. Once you have determined the process, you will need to fill out all the necessary forms completely and obtain the proper signatures.
- Include the necessary filing fees. Each state will have its own set fee to file a change of registered agent. Find out what the fee is, and include it with your forms.
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