What Are the Duties of an Agent of an LLC?

By Tom Speranza, J.D.

What Are the Duties of an Agent of an LLC?

By Tom Speranza, J.D.

All 50 states require each limited liability company (LLC) formed or registered in the state to appoint an agent located in the state to serve as the official contact person for the company. Depending on the state, these agents are known as registered agents, resident agents, or statutory agents. You cannot file the initial paperwork for an LLC without naming a registered agent as part of the filing.

Woman in shared office typing on laptop and holding clipboard

What does an LLC's agent do?

A registered agent provides 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. Registered agents are responsible for receiving various correspondence, including:

  • Service of Process—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)
  • Official communications from the state government about tax matters, annual filings and reports, and other legal compliance matters

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

Who can be an LLC's agent?

In most states, an LLC has two options:

  • The LLC can act as its own registered agent by appointing a member (owner), 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 services 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 company's agent in those states too.

An online legal services provider can help you find a reliable registered agent company for your LLC.

Why shouldn't a member, manager, or officer serve as the LLC's agent?

It is generally not recommended to be your own LLC's registered agent, even if you could save a little money by not hiring a service company. Unlike a professional registered agent company, an LLC member, manager, or officer is busy running a business, sometimes travels out of town for work, and takes vacation days.

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 to choose not to work during regular business hours

What happens if an LLC no longer has an agent?

If an LLC for whatever reason fails to maintain a registered agent after its formation or registration in a state, there can be serious consequences, including:

  • Your LLC may not receive crucial correspondence in a timely manner. Unpaid taxes and unanswered litigation can result in fines and default judgments.
  • Your LLC may not be in "good standing" with the state. If an LLC is not in good standing, it might be prohibited from commencing a lawsuit in the state or acquiring necessary licenses, permits, or financing.
  • The state may fine your LLC and its members, managers, and officers for noncompliance.
  • The state may dissolve your LLC. If this happens, you may 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 registered agent of an LLC has important legal responsibilities and must fulfill certain duties. The most reliable way to keep your LLC out of legal trouble is to engage a third-party corporate services company to serve as your LLC's agent.

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.