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Before forming a Limited Liability Company (LLC) in Delaware, a Registered Agent has to be identified. Learn what the registered agent is, their job duties and the requirements to be one.
What is a Registered Agent?
A registered agent is an individual or company who is the central point of contact to receive important legal documents on behalf of a business.
What does a Registered Agent Do?
The duties and requirements of the registered agent are found in Delaware Statutes Title 6 § 18-104. These say LLCs will have and continuously maintain a registered agent and office within the state. The agent must be generally present at sufficiently frequent times to accept service of process and otherwise perform the functions of a registered agent. Basically, the registered agent is the LLC’s mailbox for legal and other important notices
This position is necessary because it ensures that the correct people within an LLC are notified in the event of time-sensitive events such as service of process for lawsuits, garnishment notices against employees, notice of annual reports or notifications of taxes.
Who can be a Registered Agent in Delaware?
The requirements to be a registered agent in Delaware include:
- A resident of Delaware 18 years or older if an individual, a registered domestic business entity or a foreign business entity with an office in the state.
- Having a physical address (often referred to as a registered office or principal office) in the state of Delaware. This can be the actual address of the business, the home address of an owner, friend or family member, accountant, attorney or the address of a registered agent service as long as it is in the state. The office of the registered agent does not have to be the same as the business address, but PO Boxes are not acceptable.
- Being available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena or lawsuit filed against a business entity.
Can I be my own Registered Agent?
You can be your own agent, as long as you are a resident of the state, over 18 years old and are generally available during business hours.
Should you be your own Registered Agent?
Provided you live in Delware, it’s very common to be your own registered agent. This option is fine for most businesses, however there are a few reasons to consider hiring a service to act as a registered agent.
- Privacy – When identifying a registered agent, the name and address of the agent is listed on the Articles of Organization. This person’s name and address becomes public record and is available for anybody to see. Not an ideal situation if you don’t want customers, competitors or marketers knowing this information, especially if you are doing business from home.
- Availability – A registered agent needs to generally be available at the principal address during normal business hours. This could be a challenge for a business that doesn’t need to keep consistent office hours.
- Annual Notices – Registered agent services provide reminders on the state requirements such as annual report filings. Remembering to file an annual report can be easily overlooked and the agent provides an additional layer of oversight.
- Penalties and Fees – By not continuously maintaining a current registered agent, the LLC may be responsible for penalties and fees, in addition to the potential for administrative dissolution.
How much does a Registered Agent Service cost?
The cost for registered agent services vary, but companies like ZenBusiness include it in their low-cost LLC formation packages. In addition to performing the state requirements, they also include limited mail forwarding, alerts when documents are received and notifications when reports, like the annual report are due with the state.
How is a Registered Agent Appointed?
A registered agent is initially appointed when forming the LLC and is appointed in the Articles of Organization.
Can a Registered Agent be changed?
A Registered Agent can be changed by filing the Certificate of Change Agent with the Secretary of State.