If you will be organizing a business, or conducting business, in Nevada, you will need to know about designating a registered agent with the Nevada Secretary of State.
What Is a Registered Agent?
A "registered agent" (or RA, sometimes called a resident agent or statutory agent) is designated by a business for the purpose of receiving official legal documents, such as lawsuit documents, subpoenas, and other official legal papers.
Why Do You Need a Registered Agent?
Nevada requires a registered agent for every corporation, limited liability company (LLC), limited liability partnership (LLP), limited partnership, limited liability limited partnership (LLLP), or business trust that is:
- Organized in Nevada (a domestic entity); or
- Organized in another state, territory, or country; and conducts business in Nevada (a foreign entity).
A company failing to comply with Nevada's RA requirements can be fined as much as $500 per day, plus costs incurred by the state in enforcing the fine.
What Does a Registered Agent Do?
The registered agent's duties are to:
- Maintain a street address in Nevada (not a PO 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 notices of license renewals; and
- Inform the business owner of any papers received, and forward them to the owner.
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.
Who Can Be a Registered Agent?
A registered agent can be an individual person identified by name or title, or a registered agent company. The Nevada street address must be staffed during regular business hours by either the individual RA, or a person "of suitable age and discretion" who is authorized by the RA to receive service of process.
- Individuals. An individual person must be over the age of 18 and physically present in Nevada. Either a home or a business address can be used.
- Companies. A company (corporation, LLC, etc.) that serves as a registered agent must have a physical street address in Nevada that is appropriately staffed as stated above.
An individual or company that serves as RA for 10 or more business entities is required to register as a commercial registered agent with the Nevada Secretary of State. If fewer than 10 entities are represented, the person or company is called a noncommercial registered agent.
If your business has a street address in Nevada that is open during regular business hours, an owner or employee of the business may be designated as the RA. If you choose this option, only the office or position should be designated (such as "Office Manager," "President," etc.). The person occupying that position is not considered a commercial or noncommercial registered agent and, if the person occupying that position changes, no additional filing is needed. However, if you name the person (such as "Anne Parker, Office Manager"), that person will be considered a noncommercial RA. If that person leaves the position, then a new RA will need to be designated, and you will need to notify the Secretary of State and pay a fee.
How Do You Choose a Registered Agent?
Whether you choose an "in-house" RA, or hire an outside RA, it is important to designate one that can be relied upon to notify you promptly when important legal papers are received.
Using an In-House Registered Agent
Your company's registered agent can be you, a co-owner, an employee, or any other adult. The advantages are that you save the cost of an outside agent ($50 to $500 per year, depending upon the agent you select) and you will immediately know of any lawsuits or other important matters. Potential disadvantages include:
- Someone of suitable age and authorized by the RA to receive legal process must be at the designated RA's street address during regular business hours. If you are operating out of your home, a responsible adult must be there 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.
- You risk the embarrassment of being served with legal papers in front of clients and employees.
- Your home or business address will be a matter of public record with the Secretary of State. Especially if you have a home-based business, you may want to keep this information private.
- 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 registered agent if:
- Your business is organized in another state, and you will be doing business in Nevada but do not have a regular office there; or
- You have organized your business in Nevada (to take advantage of the state's business-friendly laws), but do not conduct business in Nevada.
There are several advantages to hiring an outside RA, including:
- The RA's office will comply with Nevada laws regarding having a street address and an office that is properly staffed.
- If your company moves, you will not need to notify the Secretary of State of a change in registered agent address and pay the associated fee.
- Your clients and employees will not be present if/when any legal papers are served.
- Your home or business address will not be on record with the Secretary of State as your RA's address.
With your Nevada registered agent in place—whether you decide to use someone in-house or to hire from the outside—you and your business will be ready for whatever legal notifications come your way.