Are you forming a corporation, LLC, or limited partnership in Florida? Or, will your out-of-state business be operating in Florida? If so, you need to know about designating a registered agent with the Florida Secretary of State.
Florida's registered agent requirement
A "registered agent" (or RA) is designated by a business to receive official legal documents, such as lawsuit papers, subpoenas, and other legal notices. The RA's business office is called the registered office, and must have a street address in Florida.
Florida requires a registered agent and a registered office for every corporation, limited liability company (LLC), and limited partnership that is either organized in Florida (a domestic entity) or organized in another state, territory, or country and that conducts business in Florida (a foreign entity). This includes entities that own real estate in Florida or own a mortgage on Florida real estate.
A company failing to comply with Florida's RA requirements is prohibited from filing or defending a lawsuit in Florida courts.
It is also subject to a penalty ranging from $5 per day to $500 per year, and court action to enforce compliance.
Responsibilities of a registered agent
The registered agent's responsibilities are to:
- Maintain a street address in Florida (not a P.O. Box, or a private mailbox or mail service);
- Be available during regular business hours to receive service of process for the business;
- Receive other official papers on behalf of the business that are mailed or delivered, such as license renewal and tax notices; and
- Inform the business entity of any papers received, and forward them to the entity.
RAs sometimes offer additional services, such as preparing and filing registration documents, sending reminders when annual reports or license renewals are due, and keeping documents.
Registered agent qualifications
A registered agent can be an individual person who is a Florida resident, or a registered agent company authorized to do business in Florida (typically a corporation or LLC). The RA's registered office must be staffed during regular business hours by either the individual RA, or an owner or employee of the RA.
Choosing a registered agent
You have two options for an RA. You can either designate an owner or employee of your company to be your "in-house" RA or hire an outside RA, who may be an individual person, but is most often a company that is in the business of serving as a registered agent for multiple entities.
You need to choose an RA who can be relied upon to notify you promptly when important legal papers are received.
Using an 'in-house' registered agent
An "in-house" RA saves the cost of an outside agent ($50 to $500 per year) and makes it likely that you will immediately know of any lawsuits or other important matters. Disadvantages may include:
- Someone must be at the RA's street address during regular business hours.
- If your company moves, you will need to notify the Secretary of State of the RA's address change, and pay a fee ($25 for an LLC; $35 for other entities).
- You risk the embarrassment of being served with legal papers in front of clients and employees.
- Your business address will be listed as the RA with the Secretary of State. Especially if you have a home-based business, you may want a separate RA address.
- Companies will frequently obtain RA addresses from the Secretary of State and mail solicitations, so you will receive more junk mail.
Outside registered agents
It will be necessary to hire an outside RA if your business does not have a regular office with a street address in Florida that is staffed during regular business hours.
Advantages to hiring an outside RA include:
- The RA will have a street address that is properly staffed.
- If your company moves, you won't need to notify the Secretary of State of an RA change and pay the fee.
- Your clients and employees won't be present when any legal papers are served.
- Your business address won't be on record with the Secretary of State as your RA's address.
Designating a Florida registered agent
Your company's initial formation or registration document filed with the Secretary of State must designate a registered agent, and the RA must sign the form to accept the appointment.
If the RA changes, the entity must file a Change of Registered Agent and/or Registered Office Address form with the Secretary of State. If the registered office address changes, either the entity or the RA must file.
A corporation or limited partnership may indicate a change of RA or registered office address on its annual report. A change of RA for a corporation must be authorized by a board of directors' resolution, or by a corporate officer authorized by the board.