This blog post is designed to provide the information you need to understand registered agents. Anyone forming, owning, or managing an entity should know this essential information.
What is a registered agent?
All entities in the United States are formed under state laws. When they are formed the entity becomes a legal person under the state law, with legal rights and subject to legal obligations. However, these legal persons (entities), are obviously different from natural persons (humans). One of these differences includes how a person is informed of a lawsuit.
Under the due process provisions of the United States Constitution, a person must be served (given notice) of a lawsuit before the lawsuit can proceed. One of the primary ways to serve a natural person a lawsuit is to physically hand it to them. This is a problem for a legal person since it does not have hands. The solution is simple. The state requires that the legal person appoint an agent with physical hands (or an agent who appoints someone with physical hands) to accept services of process for the legal person.
This agent who accepts service of the lawsuit is called a registered agent.
Who can be a registered agent?
Every state has different, but similar requirements for a registered agent. In Florida a registered agent must be either an individual who resides in Florida, or an authorized entity. All registered agents must have a registered agent address. The registered agent address must meet certain qualifications. For example, it cannot be a P.O. Box or UPS Box. Also, its business address must be identical to the registered office address it gives the state.
What a registered agent isn’t.
Do not get the registered agent confused with the other roles of the entity. A registered agent does not confer ownership or management control of your entity. Although an entity’s manager, owner, or officer living in the state may qualify as its registered agent, becoming the registered agent, by itself, confers no ownership right or management authority.
Who must have a registered agent?
All entities formed under the laws of the state of Florida, and all out of state entities operating in the state of Florida must maintain a registered agent at all times with the state of Florida. What constitutes, “operating in the state” for an out of state entity? If you have those types of questions, you need to contact an attorney for a deeper dive into the issues.
How does one become a registered agent?
When forming a new entity, the applicant should list the initial registered agent and registered agent’s address in the articles of organization or articles of incorporation. The registered agent or its representative must also sign a statement agreeing to act as registered agent. The registered agent should understand that his/her information will become public record, and that it is taking on duties to accept service of process and notify the entity. Once the articles are filed with the name, address, statement, and signature the registered agent will be listed for the entity.
Can I change my registered Agent?
Yes, you can change your registered agent and your registered address in the state of Florida. In order for you to make those changes you must file a Statement of change of registered Office or Registered Agent with the state of Florida. The state of Florida normally also allows these changes to be made when you file your annual report with the state. In addition to you changing your registered agent and registered address, a registered agent can resign, by filing a resignation of registered agent with the state.
Can I trick the registered agent system?
The quick answer is yes, but it is not in your best interest to do so. Some people think they are outsmarting the system by, listing a registered agent who is hard to find, listing the wrong address, listing a UPS or other address where the registered agent is not residing, or making it hard to serve the registered agent through some other means. This is generally a very bad idea for both the registered agent and the entity. Remember, the registered agent has taken on a duty to receive a lawsuit for the entity, and the entity is required to list a proper registered agent.
By trying to outsmart the system, both the registered agent and the entity are opening themselves up to liability. If the state or court determines that the entity has not properly maintained a registered agent the entity may be required to pay penalties and could be restricted from prosecuting or maintaining a lawsuit.
In addition, the entity is putting itself in a terrible situation where it may not know if there is a lawsuit against it. If someone sues the entity, and they are unable to server the registered agent, they may be able to serve Florida’s Secretary of State, and the Secretary of State will stand in for and receive service on behalf of the entity. This means you can be sued, and the court could conclude you received notice of the lawsuit, even though you did not. Once service through the Secretary of State is granted, the party suing you could receive a default judgment against you without the opportunity for you to defend yourself. Bottom line: Do not try to cheat the system.