How to change a registered agent for an LLC or corporation

3. Business is expanding into other states

If your business is expanding into other states, a commercial or professional registered agent is a good choice. They keep regular business hours and provide services across the United States. Most commercial registered agents also provide important compliance solutions for the companies they serve.

Since a commercial registered agent must register with the state’s filing office and keep their address and contact information updated, you can be confident that your commercial registered agent's information is always correct in official records.

Additionally, a commercial registered agent can help you manage your business throughout its life cycle. This includes assisting with state filings to change your company's name, increase authorized shares, merge, or dissolve the company when it is no longer needed.

4. The company has subsidiaries

If your company has subsidiaries, each of them must have its own registered agent in their formation state and in any state where they operate. Managing the registered agents for each subsidiary can be challenging. To simplify this process, you can use a professional registered agent, which allows the parent company and all subsidiaries to share the same agent. This approach reduces the administrative burden for the individual responsible for ensuring compliance with registered agent requirements.

5. Need for privacy and discretion

A registered agent's address is publicly accessible, meaning that anyone, including marketers, mailing list companies, and spammers, can find it. Additionally, service of process – legal documents delivered by local law enforcement – often goes to the registered agent's address. If you use your business address as the registered agent address, these documents will be delivered to your business. This can be uncomfortable if customers or clients are present during the delivery.

By hiring a professional registered agent, any service of process sent to their office is handled discreetly, ensuring privacy for your business. 

What to look for in a registered agent

To be a registered agent, there are several basic legal requirements that must be met. While these requirements can vary by state, most states stipulate that a registered agent must be either a resident individual or a domestic or qualified foreign corporation or LLC.

Here are some important qualities your registered agent should possess:

• Reliability: Your registered agent should be dependable and consistent in their duties.
• Availability: They must always be present and physically available at the registered office during normal business hours.
• Knowledge of compliance: Your registered agent should be familiar with your state’s business entity and compliance regulations, as these can differ from state to state. The best providers usually have legal professionals monitoring legislative changes.
• Expertise in handling documents: Your registered agent should have professionally trained staff knowledgeable in the proper handling and forwarding of service of process papers.

For more information, see How to choose a registered agent.

Steps for changing a registered agent

Step 1: Select a registered agent that fits your needs

The registered agent must meet specific requirements, including having a physical address within the state. It's important to note that different states may have additional requirements and restrictions. For instance:

• An individual registered agent may need to be at least 18 years old.
• A corporation or LLC acting as a registered agent must be either a domestic entity or a foreign entity authorized to do business in that state.

Additionally, consider various factors when choosing a registered agent, such as their services, expertise, pricing, security measures, and national reach.

Step 2: Notify the new registered agent

In many states, the registered agent must acknowledge and/or consent to their appointment. This is typically done by signing the change of registered agent form.

The new registered agent must be informed of their appointment to ensure that the contact information for the entity is accurate. Generally, the agent will require a contact name for billing, tax, and legal communications. Not only is providing this information often a legal requirement but failing to do so could lead to costly delays for your company, especially if legal documents or annual report notices are sent to the registered agent.

Step 3: File paperwork with the state and pay a fee

To officially change your registered agent, you typically need to file a change of registered agent form and pay a fee. This form may also be referred to as a "change of agent form," "statement of information form," "change statutory agent form," or similar. You can usually find this form on the Secretary of State's website.

In some instances, the change can be made on the annual report.

Step 4: Update internal records

Be sure to update internal company records, such as bylaws or the operating agreement, to reflect the change of registered agent.

A copy of the filed change of registered agent form, along with the filing receipt, should be kept with the information of the previous registered agent.

It is also important to have access to the current information about the registered agent, as their name and address may need to be included in the LLC’s or corporation’s annual or biennial report.

Additionally, it is advisable to formally notify the previous registered agent of the change.

Frequently asked questions

What is a commercial registered agent?

A commercial registered agent can be any individual or business entity that submits a registration to the state’s filing authority. This registration must include their name, and if the agent is a business entity, it should also indicate the entity type and jurisdiction of formation. Additionally, the agent must provide a statement confirming their role as a commercial registered agent in the state, along with the address where service of process, notices, and demands can be delivered for each entity they represent.

Can I be my own registered agent?

Business owners sometimes choose to act as their own registered agents since it incurs no additional costs. However, it's important to consider that if you take this route, you need to consistently be available in the state where your business is registered. This might not be ideal for those who travel frequently.

Moreover, the registered agent's address is publicly accessible, which could be a concern for individuals running their businesses from home, as it may compromise their privacy. Lastly, if you're not familiar with the responsibilities required of a registered agent, managing this role yourself could be more detrimental than not having one at all.

What happens if you don’t have a registered agent?

Having a registered agent is a legal requirement, and it's essential that the information recorded with the state – such as the identity and location of the registered agent – is accurate. Failing to comply with these regulations can lead to penalties. Many laws state that not maintaining a registered agent and office, as well as not informing the state of any changes, can lead to administrative dissolution of a domestic corporation or LLC, or could revoke the authority of a foreign corporation or LLC to conduct business.

Beyond these legal consequences, not having a registered agent can expose your company to additional risks, including the potential for default judgments, loss of good standing, and various fines and penalties.

Learn more

It’s important to carefully select a reputable registered agent with a strong track record. Choosing the right registered agent can be crucial in maintaining a business's smooth operation and compliance with relevant laws and regulations. Learn more about CT Corporation's Registered Agent Solutions.

Related resources:
Change of Registered Agent
How to choose a registered agent for your LLC or corporation
Eight reasons why multi-state businesses should use a single registered agent
What types of business structures require a registered agent?
Why do I need a registered agent?