Is It Mandatory for LLC to Have a Registered Agent?

By Tom Speranza, J.D.

Is It Mandatory for LLC to Have a Registered Agent?

By Tom Speranza, J.D.

A registered agent—sometimes called a resident agent or statutory agent—serves as the official contact for a limited liability company (LLC) in the state where it forms and in every other state where it formally registered to do business as a so-called foreign LLC. If your business's main office is in Indiana but you also register to do business in Ohio, you must have a registered agent in Indiana and a registered agent in Ohio. The LLC laws in all 50 states require the LLCs formed or registered in each state to appoint a registered agent. In fact, you can't even file the initial paperwork for an LLC without naming a registered agent.

Woman using letter opener to go through mail at desk with desktop computer

What Registered Agents Do

The purpose of a registered agent is to give the state government (including its tax authorities) and private citizens and companies a permanent, reliable location to send mail and legal documents to an LLC that operates in a state. The kinds of correspondence the registered agent is responsible for receiving include:

  • Service of process, or the pleadings that commence lawsuits and other legal claims
  • Other litigation documents generated in a lawsuit or legal claim (for example, motions and discovery requests)
  • Correspondence from the state government about tax matters, annual filings and reports, and other legal compliance matters
  • Notices regarding employee wage garnishment

The address of an LLC's registered agent is public information that the state and others can look up online if they can't locate your actual business location. By sending mail to the registered agent, the state and anybody else making claims against your LLC can fulfill their obligation to notify the LLC about important matters: unpaid taxes, overdue state filings, and litigation, for example.

Who Can Be a Registered Agent

In most states, an LLC has two options:

  • The LLC can act as its own registered agent by appointing a member, manager, or officer to serve in that role, but only if that person has an actual physical address in the state (a home or office).
  • The LLC can appoint a corporate services company with a physical location in the state to serve as its registered agent by paying an annual fee.

Most LLCs choose to hire a reputable service company because they staff their offices during all business hours and very reliably forward any correspondence they receive to the members, managers, or officers of their LLC clients. If your LLC has locations in several states, these companies can usually serve as your registered agent in those states too. An online legal service provider can help you find a reliable registered agent.

When an LLC Is Its Own Registered Agent

You might save a little money by not hiring a service company, but it is generally not recommended to be your own LLC's registered agent. Unlike a professional registered agent company, you have other stuff to do. Not only are you busy running a business, but you might sometimes travel out of town for work or take a vacation.

Some of the potential drawbacks of being your own registered agent include:

  • Missing a crucial document or deadline
  • Being served with litigation papers at your home or office
  • Losing a lawsuit by default
  • Forgetting to tell the state that you changed your address
  • Receiving a constant stream of junk mail
  • Having less flexibility when choosing working hours

If Your LLC Doesn't Have a Registered Agent

If an LLC fails for whatever reason to maintain a registered agent after it forms or registers in a state, there can be severe consequences, including:

  • Not receiving crucial correspondence in a timely manner. Unpaid taxes and unanswered litigation can result in fines and default judgments.
  • No longer being in good standing with the state. Not being in good standing can prevent your LLC from commencing a lawsuit in the state or acquiring necessary licenses, permits, or financing.
  • Your LLC and its members, managers and officers being fined. Some states impose monetary fines for non-compliant LLCs.
  • Your LCC being dissolved. If the state dissolves your LLC, you could lose the limited liability a legal entity affords and expose your members, managers, or officers to personal liability for debts and other claims against the LLC.

The bottom line is that every LLC must have a registered agent, and the most reliable way to fulfill that requirement—and keep your LLC out of legal trouble—is to engage a third-party corporate services company to serve in that role.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.