Key Takeaways

  • A statutory agent, also called a registered or resident agent, is required for all corporations and LLCs.
  • Their main role is to receive legal and state documents, such as lawsuits, subpoenas, and annual report reminders.
  • Statutory agents ensure a company remains compliant and avoids default judgments or administrative dissolution.
  • They can be an individual or a professional service, but must have a physical address in the state of registration.
  • Failing to maintain a statutory agent can lead to fines, loss of good standing, or even dissolution of the business.

A statutory agent, also known as a registered agent or resident agent (depending on the state where your business is located), is a person or company that a business designates to receive legal documents and important mail on its behalf.

What Is a Registered Agent?

A statutory, or registered, agent can receive the following on behalf of a business: 

  • Legal documents
  • Service of Process
  • Lawsuit notice
  • Summons
  • Other important state communications

A statutory agent can also take paperwork for the annual renewal of the company's charter. A third party (such as a service company or lawyer) or one of the company's members can take on the role of the registered agent.

All LLCs and corporations must have a registered agent residing in the state where the business was formed and in all states where they're registered to do business. If you don't have a registered agent, your company or its owners can face serious penalties. 

Duties and Responsibilities of a Statutory Agent

A statutory agent serves as the official point of contact between a business and the state. Beyond simply receiving legal notices, their responsibilities include:

  • Accepting service of process documents, including lawsuits and summonses.
  • Receiving government correspondence, such as tax notices, annual report reminders, and compliance notifications.
  • Forwarding important mail to the business owners in a timely and secure manner.
  • Maintaining a physical street address (not a P.O. Box) within the state of registration so they can be reliably reached during business hours.

The statutory agent acts as a safeguard for business owners, ensuring that critical legal documents are not overlooked and that the company has adequate notice to respond. This function is especially important for businesses that operate across multiple states, since each state requires a registered agent within its jurisdiction.

Service of Process Definition and How It Affect a Business

The word “service” refers to the delivery method of legal documents. These may include the following: 

  • Fax
  • Email
  • Mail
  • Personal delivery

The word “process” refers to the documents themselves. This includes the following: 

  • Official state correspondence
  • Summons
  • Lawsuit
  • Complaint
  • Subpoenas for records
  • Wage garnishments

A service of process is a notification of a lawsuit filed against a corporation or LLC. For a corporation or LLC, the registered agent is served with the summons.

If you don't have a registered agent to receive service of process, your company can still be sued. The court can obtain jurisdiction another way. When a business doesn't get a lawsuit notice in a timely fashion, it can be difficult to mount a sufficient defense.

Registered agents can also receive the following mission-critical documents:

  • Litigation documents, including motions and requests to produce documents
  • Notice of garnishment proceedings against an employee
  • Legal notices
  • Government correspondence, including notification of deadlines for annual reports and tax-related notifications
  • Other compliance-related documents

The documents that a registered agent may receive are different, but the common thread that ties them together is that each contains very important time-sensitive information. If you fail to respond to certain service of process, your company may be terminated or suspended. If you fail to respond to a legal notice (for example, a lawsuit), you might end up getting a default judgment instead of appropriate relief.

Who Can Be a Statutory Agent?

Most states allow flexibility in who can serve as a statutory agent. Options include:

  • An individual: A business owner, officer, or trusted associate who lives in the state and is available during standard business hours.
  • A professional service company: Many businesses choose to hire a professional registered agent service to ensure reliability and privacy.
  • An attorney or accountant: In some cases, businesses designate their legal or financial advisor as the agent.

To qualify, the statutory agent must:

  • Be at least 18 years old (if an individual).
  • Maintain a permanent street address in the state of formation.
  • Be available to receive documents during normal business hours.

While appointing an individual may save costs, using a professional service provides continuity if the business relocates or if owners travel frequently.

Consequences of Not Having a Registered Agent

When you first incorporate or form a new LLC, you must appoint someone as your initial registered agent.  Your Articles of Organization or Articles of Incorporation won't be approved by the state if you don't do so.

If you don't have a registered agent, your business could run the risk of falling out of "good standing" with the state where it's registered. This can have serious implications for your business. You might be unable to bring a lawsuit, expand your business into other states, or get the necessary financing to expand.

Other consequences of not having a registered agent include the following: 

  • Fines
  • License revocation
  • Inability to enter into legal contracts
  • Inability to gain access to the state's court system

Your business's current registered agent should be listed on your company's annual report. Most states make this a requirement. A business must maintain this agent in its home state and any state where it's registered to do business. If your resident agent changes, you're expected to file a form outlining that change.

Failure to have a registered agent puts your company at risk of not receiving important documents and information. Your company, and possibly you personally, could face penalties and fines for noncompliance.

The state could dissolve your business, leaving you without the protection that a limited liability status gives you, including exposure to business creditors. In many cases, you may be able to remedy a dissolution, although you shouldn't expect this to happen if too much time has passed.

Keep your business in good standing and avoid potentially serious legal problems by having the proper statutory or registered agent for your business. You can usually find all the information you need at your Secretary of State office in your state.

Changing or Resigning a Statutory Agent

Businesses may need to change their statutory agent if the current agent resigns, moves out of state, or fails to meet their obligations. The process usually requires:

  • Filing a Change of Agent form with the Secretary of State.
  • Paying a small state filing fee.
  • Updating the business’s official records to reflect the new agent’s information.

If an agent wishes to resign, they must notify both the business and the state, giving the company time to appoint a replacement. Failure to promptly designate a new agent could place the business out of good standing, exposing it to penalties and compliance risks.

Benefits of Hiring a Professional Statutory Agent

While businesses can appoint an individual, many opt for professional registered agent services due to the added reliability and privacy. The benefits include:

  • Consistency: Professional agents ensure there’s always someone available to receive documents.
  • Privacy: Lawsuits and legal documents are served at the agent’s address, not the business’s office or home.
  • Multi-state compliance: Companies operating in several states can centralize agent services across jurisdictions.
  • Recordkeeping: Many services provide document scanning, online dashboards, and deadline reminders for compliance.

For growing businesses, these advantages often outweigh the modest annual fee for a professional service.

Frequently Asked Questions

  1. What is a statutory agent? A statutory agent is a person or company designated to receive legal documents and official state notices on behalf of a business.
  2. Is a statutory agent the same as a registered agent? Yes. Depending on the state, the terms statutory agent, registered agent, or resident agent may be used interchangeably.
  3. Can I be my own statutory agent? Yes, if you are a resident of the state where the business is registered and have a physical street address. However, many businesses prefer professional services for reliability and privacy.
  4. What happens if I don’t have a statutory agent? Without an agent, a business risks fines, loss of good standing, default judgments in lawsuits, or administrative dissolution by the state.
  5. How do I change my statutory agent? You must file a change of agent form with the Secretary of State and pay any required fee. The business must maintain an active statutory agent at all times to remain compliant.

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