A resident agent is a person or a company designated to receive legal documents for a business entity. Examples of business entities include corporations, partnerships, and limited liability companies (LLC). Other names for a resident agent include registered agent, statutory agent, and corporate agent. The qualifications for an agent vary based on the jurisdiction.
Most jurisdictions have laws that allow people to create business entities to engage in business and earn a profit. The law treats a business entity as separate from its owners. A business entity offers legal advantages to its owners such as limiting liability and providing tax benefits. The entity can also file lawsuits to enforce its rights or it can be sued. Accordingly, a jurisdiction requires business entities to designate a person or a company as its resident agent.
The primary function of a resident agent is to accept delivery of legal documents for the business entity. Legal documents include government notices, subpoenas, or documents that initiate a lawsuit such as a complaint and summons. Once a designated agent receives documents, the law treats the entity as having notice. In other words, a business entity cannot claim that it did not receive documents or that it was unaware of a legal action, if the documents were delivered to the entity’s agent.
A resident agent is usually identified in the documents that created the business entity. For instance, a lawyer creating a corporation for a client must file a document called the articles of incorporation with a governmental office. The document defines items such as the powers of the corporation, identifies directors, and provides the name and physical address of its resident agent. If the corporation changes its agent, it must notify the government.
Jurisdictions have few requirements for the qualifications of a resident agent. A common requirement is that the agent be a legal resident of the jurisdiction, which means he must live in the jurisdiction. If the agent is a business entity, it must also be located in the jurisdiction. Some laws might require the agent to be a lawyer or a corporate officer of the business entity.
An entity that fails to identify a resident agent may suffer fines, lose its business license, or forfeit its right to conduct business in the jurisdiction. The agent must maintain regular business hours and a physical address to receive legal documents. A post office box is not sufficient.
