You will need to designate an agent if you are forming a limited liability company or corporation within the state of Florida.
A registered agent is an individual or business entity that receives state documents and forwards them to you. Why is this necessary? Who should you designate to be your registered agent in Florida?
This guide will provide all you need to know about Florida registered agents.
Registered Agent - WikipediaIn United States business law, a registered agent (also known as a resident agent, statutory agent, or agent for service of process) is a business or individual designated to receive service of process (SOP) when a business entity is a party in a legal action such as a lawsuit or summons. The registered agent's address may also be where the state sends the paperwork for the periodic renewal of the business entity's charter (if required). The registered agent for a business entity may be an officer or employee of the company, or a third party, such as the organization's lawyer or a service company. Failure to properly maintain a registered agent can affect a company negatively.
What is a Florida Registered agent?
We get many questions from entrepreneurs in Florida about why a registered agent is necessary to form an LLC/corporation. Although it may seem like a redundant role for a registered agent, this is actually a crucial role.
If your company is sued, the registered agent will provide a reliable means for the state of California to reach you. A lawsuit could be filed against you without your knowledge if you don’t have a registered representative.
Although Florida doesn’t have a recommended list for registered agent services, we reviewed the best options and created a list.
Who can be a Florida registered agent?
According to the Secretary of state, Florida’s registered agents can be either adult residents or business entities registered and authorized in Florida. Although an entity cannot serve as its own registered agent in Florida, Florida allows individuals, such as employees and owners, to serve as agents if they are residents of the state. Florida registered agents must have a physical address in all cases. This is necessary for any delivery that may be required.
Apart from the legal requirements, it is important to discuss who should act as your registered agent. You can declare yourself to be your registered agent. This has pros and cons.
You can save money by not having to pay anyone to be your agent. However, your home address will likely become a public record. This is not ideal. You will also need to be present during normal operating hours (9-5, M-F).
Entrepreneurs often want a friend or family member to act as their registered agent. However, if they don’t have any experience in this role, they may not be able to know what to expect. Although this option is possible, it can be costly.
We prefer to hire a registered agent service. This provides convenience, affordability, and peace of mind unmatched by any other options.
Service of Process in Florida
The most important part of a registered agent’s role is being served a summons.
In the state of Florida, a summons is processed when the appropriate court receives a small fee (which varies from court to court) and all necessary documents. Each document must include enough copies for each defendant, should there be more than one. To process a summons, the clerk will require copies of the completed claim and copies of the completed summons/notice to appear.
If these steps are all taken correctly, the defendant’s registered agent may be served either through the clerk, the sheriff, or a private process server (for a small fee).
How to Appoint a Florida Registered Agent
The answer to this question depends on what type of business you’re starting, but with either a corporation or an LLC, you’ll need to designate your registered agent when you form your company.
For those forming a corporation in Florida, you will need to designate your registered agent by either completing the Articles of Incorporation for a profit corporation using the Department’s online document filing platform, or you’ll need to list your registered agent in article VI of the PDF version of the Articles of Incorporation for a profit corporation before mailing it. Alternatively, if you’re establishing an LLC you may designate your registered agent in article III of the Articles of Organization for Florida Limited Liability Companies which can be completed as a PDF here or submitted online using the Department’s online platform.
How to Make Changes to Your Registered Agent in Florida?
If you would like to change your registered agent for any reason, the process is pretty simple.
All registered agent changes must be reported on the annual report for the year. If no annual report has been filed/is due, you may change your registered agent by submitting the Registered Agent/Registered Office change form for LLCs and the appropriate processing fee.
For corporations, the Registered Agent Change form for Corporations can be found here as a PDF, printed, and mailed with a $35.00 processing fee. For LLCs, you must complete a PDF version of the Registered Agent Change form for LLCs found at this link and print it along with a $25.00 standard processing fee.
Both forms may be mailed to the Florida Division of Corporations at the following address:
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
How Does a Florida Registered Agent Resign?
Sometimes, a registered agent may have to resign from their position.
To end their appointment, a registered agent must complete either the Registered Agent Resignation for Corporations or the Registered Agent Resignation for LLCs, depending on the entity type. Neither form may be submitted online; they must be completed as PDFs, printed, and then mailed.
The fee to resign as a registered agent in Florida depends on the business entity type and if the entity was active or inactive/dissolved). For corporations, the resigning fee is $87.50 for active corporations and $35.00 for inactive corporations. When it comes to LLCS, it will cost a resigning agent $85.00 to resign from an active LLC and $25.00 to resign from one that has dissolved.
Why should you hire a professional Florida agent service?
A professional registered agent can be a great option. They will act as both your agent and you can also designate a lawyer or accountant.
We believe the greatest benefit is privacy protection, which allows you to keep your address private. A registered agent service is almost always cheaper than having an accountant or attorney serve as your agent.
We also like the fact that these companies are specialized in providing high-quality registered agent services. They are well-informed and know what to do.
All over the country
Another benefit to hiring a registered agent is that they operate in all 50 States. This means that you don’t have to hire another registered agent if your business expands into another state. The same registered agent can provide coverage in Florida, but will also be available in Florida. A lawyer or accountant would not be able help you expand in a new state if there was an existing physical office.
Most professional registered agents in Florida offer a compliance calendar. This service is an added benefit that allows your registered agent to help you keep track of the due dates for ongoing LLC maintenance requirements such as annual reports.
Other attractive attributes of top registered agent service providers include access to their vast customer support networks. Many of them offer a year of registered agent services with every business formation package. This can save you a lot of money. A number of registered agent services offer volume discounts for customers who require service in multiple states or prepay for multiple years.
What is the penalty for not designating a registered agent in Florida?
To form a limited liability company in Florida, you must have a registered agent. However, if your registered agent service is lapsed, there could be serious consequences.
Failure to register a registered agent can result in your business losing its good standing before the state of Florida. The state has the right to dissolve your LLC at any time.
The difficulty of getting served when your business is sued would also be a problem. A court could decide to proceed with the lawsuit against you if it cannot reach your registered agent. This could happen if you fail or neglect to name a registered agent. It can also happen if your agent isn’t available during business hours to receive the document delivery.
You can see that designating a registered agent to represent your Florida company is not as simple as simply writing your name.
We believe there are some serious drawbacks to all options. However, we recommend that you hire a professional registered agent service as they have the least disadvantages. You don’t have to worry about losing good standing, having your LLC/corporation dissolved, or having a suit filed against you.
You can reach the Florida Secretary Of State if you have further questions.
James E. Rudder Building
Austin, Florida 78701
Business808, a renowned consulting organization that aids startups in scaling and growing, is led by Andy Brooks as Editor-in-Chief.
Andy has over 12 years of consulting experience and is a pro at creating and managing profitable businesses. He has experience working with several LLCs and Registered Agent services and has a degree in business management. He has assisted clients in achieving their objectives.
In addition to writing for Business808, Andy is a well-known author and speaker, and an active contributor to several online business publications, imparting his knowledge on how to grow an LLC.