Think of all the people you communicate with regularly to run your LLC. Business partners, employees, banks, lawyers, and financial advisors all probably come to mind. But what about the state? It may not be at the top of your list, but running a successful LLC in Florida requires consistent interaction with the state.
Formation documents, business information changes, lawsuits, professional licenses, and Annual Reports – all of these (and more) require you to work with state agencies. The good news is that you don’t need to do it yourself.
Introducing the registered agent. A Florida registered agent is an intermediary for your LLC, a person or company that handles your communication with the state. They’re a vital part of any LLC’s success. Before you file your Articles of Organization, you’ll need to have a designated registered agent. How? Why? Who? Read on to find out.
You’ve got enough on your plate. Hiring a registered agent service lets you hand off those responsibilities so you can focus your energy where your passion lies. Let us at ZenBusiness handle the paperwork for just $99 the first year (LegalZoom charges $299).
What is a Florida Registered Agent & is it Necessary?
An LLC cannot be formed or do business in Florida without first having a registered agent on file with the Department of State. This is required by law and the penalties can be serious. Maintaining a registered agent doesn’t just keep you in good standing. It also provides an important service.
Think of your registered agent as your ambassador to the state, handling all your LLC’s important legal, tax, and compliance information. This can either be an individual, company or registered agent service, as long as they meet the state’s requirements (see below) and give consent to the appointment by signing the Articles of Organization.
As soon as they’re appointed, your registered agent must be consistently available in Florida to receive and act on mailed documents and service of process. Here’s what the Department of State website specifically says:
And Florida Statute 605.0113 offers a little more detail on an agent’s role and duties:
Be sure that you have a valid registered agent on file at all times because operating without one can lead to some serious penalties, including the inability to maintain or defend legal actions and a $5 per day non-compliance fine (not exceeding $500).
What are the Requirements of a Registered Agent?
The Florida Department of State doesn’t maintain a long list of requirements dictating who you can and cannot appoint as your registered agent. However, there are a few non-negotiable rules that say your agent must:
- Be an individual Florida resident or a business entity authorized to do business in the state.
- Have a physical address in Florida (P.O. boxes are not allowed).
- Have a mailing address in Florida.
- Not be the LLC itself. An LLC cannot act as its own agent, but one of its members or managers can.
No matter who you choose, you must include the agent’s name, address, and signature on your Articles of Organization, or the document will be rejected. Here’s what you’ll see on the form:
Who can be a Registered Agent in Florida?
Special Offer: Right now ZenBusiness is offering a discounted rate for just $99 the first year (normally $199) to act as your agent and handle legal responsibilities.
Florida’s registered agent requirements are pretty broad, so you’ll have no shortage of options. On top of that, your agent can be either an individual or a professional service. But think carefully before choosing, because each option has its own pros and cons. Let’s take a closer look.
You may choose to appoint a single person as your registered agent. Some LLC owners take on registered agent duties themselves. Others appoint one of their partners or managers. Some will even appoint a family member. As long as the proposed agent fulfills the state’s requirements, they’re a valid option.
In addition to being a Florida resident, your agent must not currently be establishing residency or receiving benefits in another state, even if that residency is still forthcoming.
Some smart registered agent choices include attorneys, accountants, or other LLC partners, people who understand the ins and outs of business operations.
- Convenience – Having familiarity and mutual trust with your registered agent is extremely beneficial, and appointing an acquaintance can provide both. Plus, you’ll always know how to contact them.
- Cost – Hiring someone you know often won’t cost a dime. It’s certainly cheaper than a professional service.
- Scheduling – Part of a registered agent’s duty is being consistently available to receive mailed documents and service of process. If your agent goes on vacation or moves out of state, it will throw a wrench in your plans.
- Punctuality Risks – Some state communications and filings are very time-sensitive. If your agent is unavailable when documents are delivered, it could slow down the entire process and put you at risk for late fees and penalties. Even worse, a friend or family member could lose or misplace a document. So if you’d rather not interrogate Aunt Louise about the location of a particular tax form, you might consider using a registered agent service instead.
Registered Agent Service
If safety and reliability is your goal, hire a registered agent service. A business acting as your registered agent must be either a domestic entity in Florida or a foreign entity who has foreign qualified in Florida.
- Privacy – Some documents delivered to your registered agent will contain sensitive information. Do you want details about your lawsuit or taxes lost out there in the world? Definitely not. A friend or family member might misplace these documents, but a professional service will not. Plus, in Florida, all registered agent names and addresses are available to the public. This might make an individual uncomfortable, but hiring a company will keep this personal information off the record.
- Reliability – Handling and processing time-sensitive documents is a registered agent service’s specialty, its area of expertise, its main game. Hire a professional service and you can be sure that your filings will be submitted properly and punctually, so you’ll never have to deal with late fees or other penalties.
- Location – Many registered agent companies offer service in most or all 50 states, so if business is booming and you decide to expand outside Florida, you won’t need to find a new agent for each state.
- Cost – There’s no getting around it – hiring a service costs more than appointing an individual who’s willing to do it for free. However, for a reasonable price (roughly $100/year), you’ll receive premium services. Taking your car to a mechanic costs more than letting your neighbor try to fix it, but the mechanic gives you peace of mind that the job will get done right, and that may very well be worth the cost.
All of the other steps in the LLC formation process will keep you busy, but take some time to ensure you find a registered agent that fits with your business model, goals, and values. Do this, and your LLC will reap the benefits for years to come.
Registered Agent Changes and Resignation
You may have a wonderful registered agent, someone who takes care of everything efficiently and who you trust completely. But you know what they say: all good things must come to an end. At some point in the life of your LLC, you may need to change your Florida registered agent.
Making this change might not be something you eagerly anticipate, but at least the process is simple. You can change your agent when filing your online Annual Report, or by mailing a Statement of Change of Registered Office or Registered Agent to:
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Or, if you live in Tallahassee, you can also hand-deliver it to the Clifton Building at 2661 Executive Center Circle.
The most common reason for this change is a current agent’s resignation. The bright side is that Florida law requires registered agents to inform their LLCs before submitting their official resignation form to the state, so you shouldn’t have any surprise departures. And even after submitting a resignation, your agent must retain their duties for an extra 31 days, so you’ll have plenty of time to line up a replacement.
That said, every day your LLC spends without an agent on file, it will incur a $5 fee (up to $500), so don’t put it off!
Have Questions or Concerns?
This guide contains almost everything there is to know about Florida registered agents. However, you might have a unique situation that requires additional information. Reaching out to the Florida Department of State is easy, and they’ll have the answers you need. Here’s how to go about it:
Visit Their Website
On the Division of Corporations website, you’ll find a ton more information on various topics spanning the LLC formation process. You may find answers to your pressing questions on this helpful FAQ page.
Give Them a Call
If you’d rather speak with a person, you can reach out to their Tallahassee office at (850)245-6052.