What is a Registered Agent?
If you have ever looked up a company with the Department of Corporations, or started a company yourself, you’ve probably seen someone or a company designated as a registered agent (RA). The RA seemingly stands alone, aside from officers, board members or others. So who is this “mystery person,” and what’s the RA’s role in a company?
Who is The RA?
When you start a company in Florida, you are required to designate an RA when you file your Articles of Incorporation. In fact, even if you are located outside of Florida, but do business in Florida, you still need to designate an RA.
Your RA is your “stand in,” the person that acts as you for receiving and responding to any and all legal or official notices. Most often, the RA is the person that will be served, in the event your company is served with a lawsuit, and the RA’s duty will then be to forward the lawsuit on to you.
Serving your RA with a lawsuit is serving you–if your RA drops the ball, and doesn’t tell you about something the RA received you could find yourself defaulted in the lawsuit the RA was served.
The RA will also receive notices from the government such as tax notices, or notices regarding the status of your company. The RA’s notice is considered your notice, so it’s important to have and designate an RA that you know, are in contact with, and who is responsible.
Who Can Be Your RA?
You can designate an actual human as your RA, or a corporate RA, but whichever you designate, there must be someone at the designated address during normal business hours.
Many companies specialize in being RAs for companies, and can handle the RA duties for you and many others (for a fee, of course). They may also do other duties, like letting you know when annual renewals are due to the state or helping you draft form Articles of Incorporation if needed.
If you do choose a person as your RA, the RA must be OK with his or address being in the public records with the Florida Department of Corporations.
There’s nothing that says that your RA has to be an “outside person” or company. Any employee or person within your company can serve as your RA. Practically, because the RA gets served with notices and lawsuits, you may not want just any employee being your RA, but rather, may prefer management, ownership, an attorney, or someone you trust within your company to be your RA.
Changing Your RA
You can always change your RA. The state doesn’t care—just file an amendment to your corporate documents and pay a fee. However, your company bylaws may have procedures you need to follow (like getting approval from a board of directors) before the RA can be changed.
Call our Fort Lauderdale business lawyers at Sweeney Law P.A. at 954-440-3993 today for help with your corporate documents, or for help starting your new business.