For both questions, Yes and No! A Registered Agent has no position within the company, and no power, so cannot sign crucial business documents on behalf of an LLC. The Registered Agent’s job is merely to forward service of process to a Company’s designee, whether a Manager, Owners, Board or other authorized representative of the company.
Therefore, a Registered Agent cannot enter into a contract on behalf of the company. A Registered Agent cannot also issue “powers of attorney”. A Registered Agent cannot even indicate or say who owns a company. A registered agent is someone who can be served with legal process (like a Complaint and a Summons) or a tax notice. He or she is not a representative of the company empowered to act on behalf of the company.
But it also doesn’t mean that someone with power or office in a company, such as an owner, president, secretary or even attorney-in-fact, cannot also be the Registered Agent for the company. However, in such situation, this person is doing so not as the company’s Registered Agent, but because of the office or position he or she holds within the company.
In the United States, there are no restrictions regarding who can be a registered agent other than the person must be located and available at a physical street address within the state during normal business hours. While it is usually legally possible to serve as your own registered agent, it is advisable to designate a third – party to perform this important role.
Note that by having someone else in charge for the receipt of tax and legal documents, you can have the peace of mind that someone will always be there to claim such important information, which means you can leave the office freely without bothering about complying with the state’s Registered Agent requirement.
Also, aside from missing important documents, having a third – party registered agent also means that it is less likely that you will have to accept potentially embarrassing legal and tax documents in front of clients. In addition, as long as your registered agent address remains the same, you can easily change your business location without necessarily having to file more paperwork to change your address with the state for each and every move.
Becoming a Registered Agent for your LLC will save you the cost of a professional Registered Agent Service, but note that the Registered Agent’s name and address are part of the public record and available through the secretary of state’s website. So if you don’t mind your name and address being published, you can as well become your own Registered Agent.
3 Key Duties of an LLC Registered Agent
There are no restrictions regarding who can be a registered agent other than the person must be located and available at a physical street address within the state during normal business hours. A registered agent exists just as the first point of contact within the state in which you are doing business. Here are the three main duties of a registered agent in the United States.
1. Contact Person
In the United States, an LLC is legally mandated to have a registered agent’s name and address made publicly available. It simply entails that as a business owner, you will designate a person to act as an “agent” of your business and that they are “registered” with the Secretary of State.
Note that anyone you choose to be designated as your business’s registered agent will have their name and address officially and publicly on file with the Secretary of State. It also means that they will receive all incoming mail from the government (and from spammers and solicitors as this information will be accessible by anyone).
The individual listed on file as your company’s registered agent will act as the “on – call” contact person or representative for your business and must always be available during standard business hours. This is very important and not listing a registered agent for your company won’t prevent you from being sued or contacted by the government.
2. Service of Process
First and foremost, a registered agent is not a process server. However, the registered agent is the recipient of service of process. Note that Service of process more or less puts into practice your legal right to due process. In a situation where your business is ever involved in a lawsuit, and you are summoned to court, you have a legal right to be notified in writing that you are expected to appear.
Normally, a process server will deliver the summons and have to provide an affidavit stating that you have been served. Also, since most business owners like to keep legal matters private, having a registered agent dedicated to accept service of process at an alternate location is ideal. Aside just acting as the contact person for your business, the registered agent will accept and forward important legal documents and serve as a corporate liaison.
3. Corporate Liaison
Aside from having contact information published, a registered agent acts as a corporate liaison between your company and the government. As a business owner, anytime you are out of town or go on vacation, someone is still expected to be available to accept important legal documents and ensure that you as the business owner receive them.
Note that it is very important to have someone available because there could be serious consequences if important messages or appearance requests in court are ignored, even if it was unintentional. In addition, it is very critical that someone trustworthy accepts and delivers the documents to you. Some legal documents that a registered agent will receive include annual reports, financial documents, and other communication from the Secretary of State.
Every business should have a registered agent and in many cases, and for an LLC, it is required by law. And although you can act as your own Registered Agent long as you have a physical street address in the state where your LLC is formed, it is always advisable to use a third – party registered agent.
A business that does not select a registered agent may risk falling out of good standing with the state in which it is registered. Penalties can include revocation, fines, and the inability to enter into legal contracts and/or gain access to the state court system. Reinstatement proceedings include further expenses and filings.