What is a resident agent?

The short answer

A resident agent is the person or company that a business entity names on its public record to receive service of process, which is the formal delivery of a lawsuit, subpoena or other court paper, along with official notices from the state. The agent must have a physical street address in the state where the entity is formed or registered and must be there to accept delivery during normal business hours.

The point is simple. A company is a legal person, but it cannot be handed an envelope. The law solves that by requiring every entity to appoint a real person, or a company whose job this is, at a real address, and to keep that appointment on file with the state. Anyone who needs to reach the company formally knows exactly where to go.

Who can be one

In most states a resident agent can be either an individual who lives in the state or a business entity that is authorized to do business there and maintains an office in the state. Many states require the agent to consent to the appointment. An entity generally cannot name itself as its own agent, although an owner or officer who lives in the state can usually serve as an individual.

Because the agent has to be available at a fixed address during business hours, many companies appoint a commercial agent: a company that provides the service for a fee, keeps regular hours and forwards whatever arrives. That is especially common for entities that are registered in several states, for owners who work from home, and for anyone who would rather not be served in front of customers.

Resident agent, registered agent, statutory agent

The job is the same everywhere, but the statutes use different labels. Most states, following the Model Business Corporation Act and the Model Registered Agents Act, say registered agent. Maryland and Michigan say resident agent in their statutes. Arizona says statutory agent. The generic legal phrase is agent for service of process, and you will see all four used interchangeably by lawyers, filing offices and the agents themselves. This site uses resident agent throughout; each state page says what that state's own statute calls the role when we have read the section.

What the agent actually does

• Accepts service of process. A process server or sheriff hands the papers to the agent instead of hunting for an officer of the company. Service on the agent counts as service on the company.
• Receives official mail from the state. Annual report reminders, tax notices, notices of administrative dissolution and similar correspondence from the filing office go to the agent of record.
• Forwards everything, promptly. The agent's duty is to get what it received to the company fast enough to act on it. A lawsuit has a deadline to answer; a missed one can mean a default judgment.
• Keeps the record current. If the agent moves, resigns or changes its name, a filing has to be made so the state's record is never wrong.

Why it matters to the owner

Choosing an agent feels like a formality when a company is formed, and for most companies nothing arrives for years. The requirement exists for the day something does. An agent who is not at the address, or who does not forward the papers, can cost the company a lawsuit it never knew about. An appointment that lapses can cost the company its good standing with the state, and in time its existence. The requirements page sets out the rules that apply nearly everywhere.