Do I Need a Registered Agent?

    “Do I need a registered agent?” In our business incorporation department, we’re asked this question frequently. Let’s look into a few situations where you do need a registered agent—and when you don’t.

    Do I need a registered agent?

    Do I need a registered agent?

    Q.  Do I need a registered agent for my DBA or Assumed Name?

    A.  No—A DBA does not allow for the possibility of a registered agent.

    A DBA or Assumed Name is, really, a single individual doing business as a different name (or multiple individuals, in the case of a partnership DBA). That individual is not creating a separate business entity outside him- or herself; the business is the individual.

    Because a DBA is tied directly to the individual owner, a registered agent (the contact person for other types of business entities) does not fit into the structure. And because a DBA does not provide any form of limited liability protection, it’s important that the ownership is completely transparent. When the state, county, or public looks up the business, they need to be able to see who the owner is.

    Some DBA or Assumed Name applications do allow you to provide a separate mailing address, and some even provide a space for a third party’s address for the purposes of sending back the filed application. But the public contact person of a DBA is always the owner of the business—not a registered agent.

    [See also: Doing Business As: Sole Proprietorship, Partnership, and Corporate DBAs]

     

    Q.  Do I need a registered agent for my new corporation?

    A.  Yes—every domestic corporation needs a registered agent.

    When you register your corporation, you’ll fill out Articles of Incorporation. The Articles will ask you a few questions about your business: the name, the address, the purpose of the business—and the registered agent’s name and address.

    But wait: why is a registered agent so important? The simple answer is that the corporation is not only a separate legal entity, but also a collective—there is no one single owner, so there is no one single logical point person for the corporation to accept mail, state reminders, and public inquiries. That’s where the registered agent comes in.

    Of course, not all corporations consist of more than one person. Sometimes one person acts as all of the available positions: president, treasurer, secretary, director, and even registered agent. This is completely fine—there are no rules prohibiting the sole owner of a corporation from acting as the registered agent. But the Articles of Incorporation must specify this.

    [See also: Registered Agent FAQ: Help for Small Businesses]

     

    Q.  Do I need a registered agent for my new LLC?

    A.  Yes—just as with a corporation, LLCs are required to have a registered agent on file.

    Just like a corporation, an LLC must file Articles in order to officially register (though the document is called Articles of Organization, not Incorporation). And just like a corporation, an LLC is a separate legal entity, not simply an extension of the owners.

    The issue at hand is quite similar to the corporation issue: an LLC must provide a registered agent in its Articles of Organization. This may be one of the corporate officers (or the corporate officer, in the case of a single-owner LLC), but it doesn’t have to be.

    [See also: LLC Documents: A Guide]

     

    Q.  Do I need a registered agent if I open a new location for my corporation or LLC?

    A.  Maybe—the answer depends on whether you’re crossing state lines.

    If your Sacramento-based California corporation opens a new office in San Jose, no problem—you’ll need to make sure your county and city licenses and permits are in order, and you may need to make some changes to your Articles of Incorporation already on file, but the document still governs both of your corporations, and your registered agent information still applies.

    However, if you open an office in Seattle, you’ll likely find that you need to register as a Washington foreign corporation. The process is similar to filing Articles of Incorporation, but it will tie your foreign corporation to your domestic corporation (the one registered in California)—and you will need a registered agent in your new state.

    The reason for this is that the new state has its own corporate records, and it needs a registered agent residing in the state, just like the domestic corporation requirements.

    [See also: How to File a Foreign Corporation]

     

    How do I find a registered agent?

    Click&Inc provides Registered Agents in all 50 states! Whether you’re a new or existing business, whether you’re a corporation or LLC, whether you’re foreign or domestic—we’ve got you covered.

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