What is a Registered Agent for a Non-Profit?

Q: Can I change my Registered Agent?

Yes . You can change your Registered Agent (at any time) by filing a Change of Registered Agent with the Secretary of State. Keep in mind that you must first have your replacement Registered Agent ready before you file the Change of Registered Agent. For example: If someone is going to be your Non-Profit’s Registered Agent, make sure they agree and that you have their address. If you’re going to hire a new Registered Agent company, make sure you’ve signed up with them, and that you also have their address. Then when you file the Change of Registered Agent form, you’ll technically be removing the old Registered Agent, and adding the new one. Note: If you’re switching Registered Agent companies, then make sure to cancel your Registered Agent services with the old company. Just make sure the Change of Registered Agent has been processed by the state first.

A Registered Agent is a person or company who agrees to accept legal mail and state notices on behalf of your Non-Profit Corporation.

Note: A Registered Agent is also known as a Statutory Agent, Resident Agent, or Agent for Service of Process. Some states use different terms, however they all mean the same thing.

What does a Registered Agent do?

You can think of a Registered Agent as a “receiver” and “forwarder” of important documents on behalf of a business, like a Non-Profit or an LLC.

For example, Registered Agents accept:

legal documents (if your business gets sued), and
state notices (like Annual Report reminders).

After they accept documents for your Non-Profit, they’ll forward them to you (or a Board Member or Corporate Officer), so you or they can read the documents and choose your next steps.

Is a Registered Agent required for a Non-Profit Corporation?

Yes, Non-Profits are required to have and maintain a Registered Agent for as long as the Non-Profit exists.

However, there are 2 exceptions to this:

West Virginia
New York

In West Virginia, Registered Agents aren’t required. Service of Process and state notices are sent to the LLC Mailing Address by default.

And in New York, the Secretary of State acts as the Registered Agent for all Corporations by default. This means that if your Corporation is involved in a lawsuit, Service of Process will be delivered to the Secretary of State. And they’ll forward the Service of Process to your business.

That said, both states allow you to add a Registered Agent if you’d like. For example, you can also list yourself as the Registered Agent, or if you want to hire a Registered Agent Service.

Why do I need a Registered Agent for my Non-Profit?

Your Non-Profit needs a Registered Agent because it’s required by law. And they’re an important part of how our legal system works.

If the state or the courts need to reach your business, they will make contact with your Registered Agent.

For example, if your Non-Profit is involved in a lawsuit, the plaintiff’s attorney will send a person called a “Process Server” to deliver legal documents (called “Service of Process”) to your Registered Agent’s address.

Service of Process includes documents like:

a notice
a writ
a summons
a subpoena
etc.

Once the Process Server delivers the paperwork to your Registered Agent, they notify the court that the paperwork has been received. This allows the courts to confirm and verify the delivery of legal documents.

Who can be a Registered Agent for a Non-Profit Corporation?

You have a number of options for who can be your Registered Agent for your Non-Profit Corporation:

you can be your own Registered Agent
your spouse
a friend or family member
a Registered Agent Service
an employee of the Non-Profit
a Board Member of the Non-Profit
a Corporate Officer of the Non-Profit
an attorney
an CPA

If you, or a friend or family member will be the Registered Agent, that person must have a physical street address in the state where the Non-Profit is formed.

And they should generally be available during regular business hours.

How do I get a Registered Agent?

Once you choose who will be the Registered Agent, then you (or the Incorporator), will list their information in your Articles of Incorporation.

(The Articles of Incorporation is the document that creates your Corporation, which later becomes a Non-Profit.)

If you’d like to hire a Registered Agent Company, please see Best Registered Agent Services.

What is a Registered Agent for a Non-Profit FAQs

What happens if my Registered Agent is unavailable?

If your Registered Agent will be a person, it’s important to choose someone who is reliable. Otherwise, you could get screwed over:

If the state sends important documents to your Registered Agent (that don’t reach you), then this can cause a number of issues. This is because you’re still responsible for complying with whatever those notices were about.

For example, if you were sent an Annual Report reminder, but never received it (and therefore no one filed the Annual Report), then your Non-Profit Corporation can be shut down by the state.

If a Process Server can’t serve your Registered Agent after multiple attempts, this can lead to a really bad outcome.

For example, if Service of Process can’t be made in person, it can be delivered another way (like through Certified Mail). This means the court notices and/or documents were “delivered” to you, even if you don’t physically receive them. And therefore, the court process can carry on without you and will likely rule in favor of the other party. This is known as a “default judgment“.

Are there any annual fees or requirements for having a Registered Agent?

Whether or not there will be fees for your Registered Agent depends on who you’ve selected.

If you (or a friend or family member) are your Non-Profit’s Registered Agent, then no, there won’t be any annual fees.
If you hire a Registered Agent Service (like Northwest Registered Agent), then yes, you’ll pay an annual fee for their Registered Agent Service (usually between $100 – $300 per year).

Can I change my Registered Agent?

Yes. You can change your Registered Agent (at any time) by filing a Change of Registered Agent with the Secretary of State.

Keep in mind that you must first have your replacement Registered Agent ready before you file the Change of Registered Agent.

For example:

If someone is going to be your Non-Profit’s Registered Agent, make sure they agree and that you have their address.
If you’re going to hire a new Registered Agent company, make sure you’ve signed up with them, and that you also have their address.

Then when you file the Change of Registered Agent form, you’ll technically be removing the old Registered Agent, and adding the new one.

Note: If you’re switching Registered Agent companies, then make sure to cancel your Registered Agent services with the old company. Just make sure the Change of Registered Agent has been processed by the state first.

Matt Horwitz

Founder & Educator, LLC University®

Matt Horwitz is the leading expert on LLC education, and has been teaching for 15 years. He founded LLC University in 2010 after realizing people needed simple and actionable instructions to start an LLC. He's cited by Entrepreneur Magazine, Yahoo Finance, and the US Chamber of Commerce, and was featured by CNBC and InventRight.

Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.