Registered Agents for Entity

[S T]

If taxpayer decides to incorporate, or form LLC, etc. who should be listed as a Registered Agent?

Sandy

[BHoffman]

I'll help clients fill out the necessary documents, but I am never the registered agent. The shareholder, member, or TPM is listed as the agent.

[S T]

Registered Agent

Thanks BH,

What is TPM?
Is it good to have an outside Agency, as a Registered Agent? Some advertise as such to shield the Taxpayer - you know part of that Asset Protection, no one can locate you type of advertising?

Sandy

[oceanlovin'ea]

use shareholder

I suggest shareholder be the registered agent. I had a new client come to me about 3 years ago to do their bookkeeping for the small s corporation they had set up. They went to some little insurance office in the town they lived in to set it up. It took the girl days to set it up and they are the registered agent.

Clients never went back there again. I don't know what purpose the registered agent is. They don't keep in contact with the corporation during the year.

So I just tell people to make themselves the registered agent. I sure don't want to be it.

Linda

[JohnH]

I don't mind serving as the Regustered Agent if a client asks me to do so. All it really means is that any legal notices which are issued will be sent to the Registered Agent, and if someone sues the corp then the papers will be delivered to the Registered Agent.

Wikipedia has a pretty good discussion of registered agents which covers most of the key points very well:

http://en.wikipedia.org/wiki/Registered_agent

[Burke]

JohnH is right. It is a state-mandated position who should have a permanent physical address (usually no P O Box allowed) within the state it is organized, so that the ruling commission has a contact to deliver notices. If the registered agent is the TP, and he moves around, this can defeat the purpose if he does not keep the state informed. This happened to a client of mine. Got a notice from the state saying his business license had been terminated as he had not paid the fees in 10 years! Last annual report notice went to a business address that he had moved from, and he never got it. Since he had several corp entities, he didn't miss this one. However, on the other hand, I have several clients whose registered agent is the lawyer who set up the Corp/LLC, and every year they charge $150 to fill out the form with their name and address and send it back to the state.

[Koss]

Registered Agent

Thanks BH,

What is TPM?
Is it good to have an outside Agency, as a Registered Agent? Some advertise as such to shield the Taxpayer - you know part of that Asset Protection, no one can locate you type of advertising?

Sandy

I think BH meant TMP, which means tax matters partner, which is applicable only in the case of genuine partnership.

The selection of the registered agent is serious business. In most states, any natural person who is a resident of the state in which the entity is formed can be the registered agent.

As noted in a post below, the registered agent is considered the official point of contact for the mailing of notices from the state. But the registered agent is also the point of contact for official notices from almost anyone else--including anyone filing a lawsuit against the business.

Even if the business has a regular office that is open to the public, where it routinely receives mail, and signs for deliveries from UPS and FedEx, and accepts certified mail, someone filing suit against the business can still choose to have the complaint served upon the registered agent.

That doesn't mean the registered agent is somehow liable. They are just that--only an agent. But it means that the registered agent has a major fiduciary duty to promptly inform the business owners of any official communications, and promptly deliver copies to them.

The use of a registered agent who is not a member, owner, or shareholder is often legitimate. But it does not provide any "asset protection."

It may help shield the business owners from unwanted contact at their home address, or something like that.

Here in Ohio, for example, the document used to form an LLC does not require the address of any member, nor does it require the address of the principal place of business. But it requires a physical address for the registered agent. And the document becomes a public record, that is easily accessible online.

It's perfectly legitimate to have an attorney or accountant as a registered agent, as long as both the agent and the business owner fully understand what it means.

BMK