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Registered Agent

The person or company a business entity must designate to receive lawsuits and official notices on its behalf - and the address at which a default judgment can quietly begin.

Informational only - this is not legal advice. These definitions explain general legal vocabulary in plain English. They are not advice about your situation, reading them creates no attorney-client relationship, and the law differs from state to state and changes over time. For advice you can rely on, speak to a lawyer licensed in your state.

Looking for a lawyer rather than a definition? Skip to the state-by-state list of Business Organizations law firms.

What it means

Every corporation, LLC and similar entity must name a registered agent in the state where it is formed, and in each additional state where it registers to do business. The agent is the entity's designated recipient for service of process - the papers that start a lawsuit - and for official correspondence from the state. The agent must have a physical street address in the state and be available during business hours; a post-office box does not qualify.

The role sounds clerical and its failure is not. If the agent moves, resigns, or is a founder who long ago stopped checking that address, a lawsuit can be validly served on an entity that never learns of it, and a default judgment can be entered against a company that would have had a complete defense. Failing to maintain an agent is also a ground on which the state can revoke the entity's good standing or administratively dissolve it, which can in turn put the owners' liability protection at risk.

Any adult resident of the state, or a company authorized to act as an agent there, can serve. Businesses commonly use a commercial registered-agent service for a fee so that the address never changes when the business moves and someone is always there to sign.

Where this comes from

The requirement is a matter of each state's business-entity statutes. The Model Business Corporation Act, which many states follow, requires a registered office and agent at § 5.01 and makes the agent the corporation's agent for service of process at § 5.04; Delaware imposes the same requirement on corporations at 8 Del. C. § 131 and on LLCs at 6 Del. C. § 18-104. The rule that failing to maintain an agent can lead to administrative dissolution is likewise state law.

When people hire a lawyer for this

This is rarely something to hire a lawyer for on its own, but it is the first thing a lawyer will check when a business is sued or discovers a judgment it never saw coming. The practical advice is simpler than legal advice: know who your agent is in every state where you are registered, and make sure that person or service knows how to reach you today.

Worried about the cost? A lawyer can be hired for one part of a case only (limited-scope representation), may be paid from what a claim recovers (contingency fee), or may be free through a pro bono program or legal aid; a court can also waive its own filing fees.

Find Business Organizations law firms in your state

Choose your state to see Business Organizations law firms in the city where we list the most; your city may be under “other cities”, A to Z. A state marked “Business Law” has no Business Organizations listing yet and opens the broader page.

Alabama (Birmingham)
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Vermont (Burlington)
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West Virginia (Charleston)
Wisconsin (Milwaukee)
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Wyoming (Cheyenne)

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Part of the LawyerLand plain-English legal glossary. Definitions are written from primary sources - statutes and court rules - and each entry states the authority it rests on, or says plainly when the doctrine is state law with no national rule.

If you cannot afford a lawyer, civil legal aid programs provide free help with many of these problems: civil legal aid programs by state.

Related free reference tools: statute of limitations for a personal-injury claim, by state, quoted from each state's official text - part of LawyerLand's legal reference tools.