What is a Registered Agent? And why you may want one
February 20, 2019
Plainly put, a registered agent is a person or entity that receives service of process for a business entity (think limited liability company, corporation, not for profit corporation, partnership, etc.) The logic comes from the idea that business entities are incorporeal, literally meaning without a body. So if you wanted to sue the business entity, to whom would you give the summons, or complaint, or service of process if the entity has no body? Could you simply leave it at the front desk of the principal address of the entity? Imagine slipping and falling in a fast food restaurant, who would you sue? Could you go back to the fast food joint and simply leave the complaint or summons on the window? Needless to say, without registered agents, the way law suits would start would get ugly. So, the state of Florida and every other state created the institution of the registered agent. The registered agent is a person designated to receive such notice on behalf of the business entity. Thereby, avoiding many of the issues I’ve noted above.
Usually, you can serve as your own registered agent, so long as you are in the state that you are conducting business in. So, if you are registered to do business in Florida, and you live in Florida, you can be your own registered agent. However, if you are registered to do business in another state and live in Florida, you need to hire a registered agent in that state. Namely because the registered agent has to be in the state in which you are operating the business. Lots of people form businesses in Delaware but, don’t live there. For those who don’t live there, they need to hire a company, like CT Corporation, to act as their registered agent.
Bay Area Corporate Counsel, a Tampa Bay business law firm and I, a business attorney, act as registered agent for many of my clients. Usually my clients feel more comfortable knowing that if they are served with a law suit, that I will get it first and contact them and they don’t have to worry about missing the notice. You only have 20 days to respond to the notice, so you really don’t want to miss it.
Thanks for reading and feel free to reach out. Frank@BayAreaCorporateCounsel.com 855.521.2222
Lastly, Bay Area Corporate Counsel provides free registered agent services for one year to new clients.
Below are some statutory references for the above.
607.0501 Registered office and registered agent.—
(1) Each corporation shall have and continuously maintain in this state:
(a) A registered office which may be the same as its place of business; and
(b) A registered agent, who may be either:
1. An individual who resides in this state whose business office is identical with such registered office;
2. Another corporation or not-for-profit corporation as defined in chapter 617, authorized to transact business or conduct its affairs in this state, having a business office identical with the registered office; or
3. A foreign corporation or not-for-profit foreign corporation authorized pursuant to this chapter or chapter 617 to transact business or conduct its affairs in this state, having a business office identical with the registered office.
(2) This section does not apply to corporations which are required by law to designate the Chief Financial Officer as their attorney for the service of process, associations subject to the provisions of chapter 665, and banks and trust companies subject to the provisions of the financial institutions codes.
(3) A registered agent appointed pursuant to this section or a successor registered agent appointed pursuant to s. 607.0502 on whom process may be served shall each file a statement in writing with the Department of State, in such form and manner as shall be prescribed by the department, accepting the appointment as a registered agent simultaneously with his or her being designated. Such statement of acceptance shall state that the registered agent is familiar with, and accepts, the obligations of that position.
(4) The Department of State shall maintain an accurate record of the registered agents and registered offices for the service of process and shall furnish any information disclosed thereby promptly upon request and payment of the required fee.
(5) A corporation may not maintain any action in a court in this state until the corporation complies with the provisions of this section or s. 607.1507, as applicable, and pays to the Department of State a penalty of $5 for each day it has failed to so comply or $500, whichever is less.