By Jennifer Reuting, author of Limited Liability Companies for Dummies™
If you have formed a corporation or LLC before, then you know that specifying a registered agent for your company is required, but what is it for exactly? Let's put it this way…if someone were to call you and ask, "Where should we send this lawsuit?" you'd probably want to give a wrong address. Knowing this, the legislatures of the various states were smart enough to require each corporation and LLC to have what is called a Registered Agent, a person and place in that particular state where lawsuits can be sent.
Because you can lose by default if you are unable to be served or the paperwork isn't properly passed on to you, having a good registered agent watching your back is your first line of defense against losing your business to some opportunistic lawyers.
In some states you are allowed to serve as your own registered agent; however I highly advise against doing that. Even if you do have a working office that is available to accept service of process during business hours, do you really want to be served in front of your employees and customers? That's not exactly a situation in which you will want to have to explain yourself. Not to mention that having a legitimate registered agent can help protect your personal information from appearing on the internet (like on the Secretary of State database). Some registered agents will put their address on your corporate documents in lieu of your personal details.
Your registered agent needs to maintain regular business hours. Why? Because your lawsuit can be serviced at any time from 8am to 5pm, Monday through Friday. If your registered agent is a one man shop and that one man decides to step out for some coffee, who's there to sign for your lawsuit? And don't think that not receiving your lawsuit is a good thing. If your registered agent is not able to be served, you would probably lose the lawsuit by default.
For the most part, all of your legal paperwork associated with your business will be sent to your registered office address. This includes correspondence from the federal and state government and tax documents from the Internal Revenue Service. I know that it is hard to imagine that some registered agents would actually throw this stuff away or mark "Return to Sender," but it's more common than you think. Make sure that your registered agent includes unlimited forwarding of government mail in their service.
One of the benefits of having a registered agent is that they will often use their address as the officer/directors and member/managers addresses. This offers some much-needed privacy by preventing roving attorneys from properly identifying the individuals behind the company (you!) in an effort to attach them to the lawsuit. Also, it is a few hundred extra pieces of junk mail you won't have to sort through every month!
As all of you know, being in business comes with a slew of corporate filings from every bureaucratic body of the government. And none of these are fun! A good registered agent will be familiar with all of these filings and will make sure that you remain in compliance in the state(s) they represent your company in. Sometimes, for you procrastinators out there, this means doing everything short of camping outside your house to assist you in getting your documents submitted in time.
As your business grows, you aren't going to want to worry about keeping track of important paperwork such as your Articles of Incorporation/Organization, your Bylaws or Operating Agreement, your company minutes and your state reports. A good registered agent will keep copies on hand in the event that you need them. Some companies will actually scan these documents into a secure server or allow you to upload them and then allow you to access them online by using a secure login. This can be a lifesaver when you are on a business trip or opening a bank account and don't have your corporate documents on hand.
Nowadays, the world is shrinking and more and more small businesses are finding it easier to go national. If this is the case for you, then you are going to want a registered agent that can keep up. I advise you from staying away from hiring a different registered agent for each state that you are transacting business in - can you imagine how hard it will be to keep everyone straight?! Serving big and small companies alike, there are a few really great registered agents out there that operate in all 50 states. This way, one organization keeps track of all of your filings. Another plus…you only get one bill!
InCorp Services, Inc. ("ISI")
Corporation Service Company ("CSC")
CT Corporation ("CT")
National Registered Agents, Inc. ("NRAI")
