LLCs, corporations, and other registered businesses must appoint a registered agent to receive legal documents and maintain state communication; sole proprietorships and general partnerships don’t. Operating without a required agent carries significant risks.
Last Updated: October 15, 2025
Many businesses are legally required to appoint and maintain a registered agent, but this requirement doesn’t apply to all types of entities. Whether an agent is required depends on the business’s legal structure and how the business is registered with the state. Unregistered business types, such as sole proprietorships and general partnerships, generally aren’t required to designate a registered agent. In contrast, registered entities — including limited liability companies (LLCs), corporations, and limited liability partnerships (LLPs) — are typically required to name one as part of their formation filings.
This guide explains the distinction between these business types, the purpose of the registered agent role, and the potential consequences of operating without a registered agent.
Generally speaking, if a company files formation paperwork with a state agency like the Secretary of State, then that company must appoint a registered agent. If the company structure doesn’t require that formation paperwork, then it probably doesn’t need a registered agent.
But that’s an oversimplification of an important legal distinction. In business law, there are two categories of business structures: informal and formal. Let’s examine those categories.
Informal business structures — most notably sole proprietorships and general partnerships — are not distinct legal entities from their owners. The legal system regards the business and the people who own it as the same person. They’re sometimes called common law business entities.
That informality has some pros and cons. A notable drawback is that an informal business doesn’t provide its owners with any personal liability protection; if the company is sued, the business owners can lose their personal assets (their home, car, and savings) to pay for the suit.
That said, the informality of these structures makes them simpler to start and run. A sole proprietorship usually begins as soon as the owner starts conducting business, and many general partnerships form automatically when two or more people carry on a business together for profit — even without a written agreement. Unlike LLCs or corporations, these informal structures generally don’t have to appoint a registered agent or file formation paperwork with the state. State paperwork obligations are usually much lower, too.
Formal business entities like LLCs and corporations are distinct from informal structures because they are separate legal entities from their owners. That means that the company itself can hold property, enter into contracts, open loans, and be sued. In turn, this legal distinction gives the company’s owners personal liability protections. In most cases, if the business is sued, the owners can’t lose their personal assets to pay for business debts or legal settlements.
However, that protection comes with additional compliance responsibilities at the state level. Filing formation documents with the Secretary of State (or a similar state office) is one of the primary requirements when establishing these entities. For LLCs, that usually entails filing Articles of Organization (or a similar form), while corporations file Articles of Incorporation. Registered businesses are required to designate a registered agent on these formation documents. Generally, states will not accept formation documents if an agent is not listed.
For these businesses, the registered agent serves as the official point of contact designated to receive legal documents, annual report reminders, and other government communications on behalf of the company.
Most states (and Washington, D.C.) require LLCs to designate and maintain a registered agent. One notable exception is Pennsylvania, but the state requires LLCs to establish a registered office (in practice, it’s a very similar requirement). When an LLC files its Articles of Organization (or a similar form), the organizer will designate the registered agent, including the agent’s full name and street address. The agent must be present at that address during all regular business hours.
In most jurisdictions, LLCs are required to keep their registered agent information up-to-date. If the agent changes, the company generally files an update with the state to reflect the new appointment.
If an LLC operates in multiple states, it would be required to maintain an agent in each state where it conducts business. For example, an Ohio LLC that expanded into Indiana and Michigan would need to file foreign qualification paperwork in each state to get permission to do business there. As part of that paperwork, the Ohio LLC would designate an agent in each state.
Failing to maintain an agent can have consequences like administrative penalties, including loss of good standing or even dissolution of the entity.
Every state sets its own specific requirements for a registered agent’s qualifications; some even give this role a different name, such as resident agent, statutory agent, or the agent for service of process. Despite these variances, there are a few common registered agent requirements to uphold.
To start, a registered agent must be an individual resident of the state or another business entity that’s authorized to do business there. Either way, the agent needs to have a physical address in the state (P.O. boxes aren’t acceptable). They must also be present at that address during all regular business hours. This requirement helps ensure that the agent is always available to accept service of process on the business’s behalf.
Some states have even more specific requirements, such as requiring the agent to be a legal adult or getting the agent’s written consent to their appointment. Virginia even requires the registered agent to be a member of the Virginia State Bar or a member of the business’s management team (such as an LLC member or director of a corporation). Meanwhile, Colorado requires the registered agent to have a valid state driver’s license or identification card.
It’s important for business owners to review their state’s business statutes to confirm that a registered agent meets all applicable requirements.
Why do states have such strict registered agent requirements? At first glance, the registered agent might seem like an unimportant role. However, states rely on the registered agent system. A reliable registered agent helps ensure that the state always has a reliable point of contact in case it needs to reach a business; all notices go to the registered agent’s address. The agent system also helps safeguard the legal system by ensuring that businesses receive proper notification about lawsuits or other administrative actions.
If businesses did not have registered agents, process servers and state agencies would not have a dependable way to deliver notices to the company.
This role gets even more important when a company operates in multiple states. By maintaining an agent in each state, a company helps ensure that every state authority can communicate efficiently and reliably.
Not having a registered agent when it’s legally required can have serious consequences. To start, if the company is in the registration stage, its business formation paperwork would be rejected unless a valid registered agent was included on the form.
There are consequences for existing businesses as well. While the exact penalties vary by state, many states will impose fines, and the company could lose its good standing in the state. Foreign entities could lose their authority to conduct business there, and in some cases, the state could administratively dissolve the business (close it down by force).
Not having an agent also poses potential legal risks. Suppose that someone wants to sue a company. In that scenario, a process server would look up a company’s registered agent to deliver the notice about the lawsuit. But if the process server can’t locate the registered agent, that notice might not get delivered, and the company wouldn’t know about the suit against it. In some cases, businesses even miss lawsuits entirely and face default judgments. These judgments would be enforceable even if the company had a valid defense.
Often, it’s possible for a small business owner to serve as their own registered agent. To do so, they must meet the state’s requirements for residency, age, and availability. Many business owners take this approach, especially if they run a small company and don’t want to spend money on a service. It’s also possible to appoint a friend or family member.
However, this approach can create challenges. Registered agents receive time-sensitive, important documents, and individuals acting as their own agents may miss legal notices while traveling or during personal absences.
Even if an owner-agent is always present and available to receive service of process, doing so might put their reputation at risk. If the company were sued, the notice about the lawsuit would be delivered directly to the business owner— regardless of who else was present. In turn, employees and customers might hear that the company got into legal trouble.
Many business owners choose to hire a registered agent service to avoid such situations and maintain privacy. These services typically cost between $100 and $300 per year. Not only do these services uphold statutory requirements for registered businesses, but they can also help the company maintain professionalism. Last but not least, these services help give businesses peace of mind that all their legal documents will be handled discreetly and promptly.
While some small businesses with consistent office hours may find self-service workable, many companies prefer the convenience and dependability of commercial registered agent service providers.
Registered businesses like LLCs, corporations, and LLPs all need to appoint a registered agent. However, informal business owners like sole proprietors and general partners are exempt from that requirement. States impose these registered agent rules to help ensure that entities can reliably receive legal documents and official communications. Businesses that fail to maintain a registered agent risk fines, administrative dissolution, and default judgments that can harm company operations.
A business owner might be able to serve as their own registered agent, but others might choose to hire a registered agent service instead. Either way, keeping a registered agent in place is one of the most important compliance steps for maintaining a registered business’s legal standing.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Written by ZenBusiness Editorial Team
The ZenBusiness Editorial Team has more than 20 years of combined small business publishing experience and has helped over 850,000 entrepreneurs launch and grow their companies. Our writers and business formation experts are dedicated to providing accurate, practical, and trustworthy guidance so business owners can make confident decisions.