One of the things you’ll need to determine before filing your paperwork to form a limited liability company (LLC) in Tennessee is who will serve as your registered agent. The state requires all LLCs to have one, but what exactly is a registered agent? What are their duties, and what are the requirements to be one?
What is a Tennessee Registered Agent?
The term “registered agent” refers to an individual or business that is designated by the LLC to receive important legal documents on behalf of the company. This position is necessary for ensuring that the correct people in an LLC are notified in person when there are time-sensitive events, such as service of process for lawsuits. The agent also receives important notices from the state of Tennessee, such as garnishment notices against employees, notice of annual reports, and tax notifications.
Who can be a Resident Agent in Tennessee?
All Tennessee LLCs must continuously maintain a registered office in Tennessee. The registered office may, but need not be, the same as any of the LLC’s places of business (T.C.A. § 48-249-109(a)(1)).
All LLCs must also maintain a registered agent with a business address at the same street address as the registered office. The registered agent may be:
- an individual who resides in Tennessee;
- a Tennessee for-profit or non-profit corporation, LLC, or registered limited liability partnership (LLP); or
- a foreign (out-of-state) for-profit or non-profit corporation, LLC, or registered LLP that is authorized to transact business in Tennessee (T.C.A. § 48-249-109(a)(2)).
Should you be your own Tennessee Registered Agent?
Although it may seem like the easiest choice is to be your own registered agent, there are some compelling reasons to instead use a registered agent service, such as:
- Availability – A registered agent needs to generally be available at the principal address during normal business hours. This makes it difficult to leave the office to run errands, meet up with potential customers, etc. It’s also a problem with your business hours aren’t the usual Monday to Friday, 9 a.m. to 5 p.m.
- Avoiding Embarrassment – If you serve as your own registered agent and a lawsuit is filed against the business, you could have papers served to you at your office in front of clients. That wouldn’t look good for your business.
- Compliance Reminders – Some registered agent services (like ZenBusiness) provide reminders of upcoming state requirements, such as filing annual report filings. Forgetting compliance obligations like this can get you in trouble with the state.
- Penalties and Fees – By not continuously maintaining a current registered agent, the LLC may be responsible for penalties and fees, in addition to the potential for the state dissolving your LLC and the owners losing their liability protection.
How is a Resident Agent Appointed in Tennessee?
You must name your registered agent when you complete the official paperwork to form your LLC, so you need to decide who your registered agent or registered agent service will be before you start that process. Of course, you need to be sure to inform whomever you’re appointing and get their permission to serve in the role of registered agent.