No, you don’t need a Registered Agent for a Sole Proprietorship (aka Sole Prop).
While formal business entities (like an LLC) are required to have a Registered Agent, informal business entities (like Sole Proprietorships) aren’t required to have one.
What is a formal business entity?
A formal business entity is a type of business structure that:
- is considered to be a legal entity that’s separate from the business owner, and
- is required to be registered with the Secretary of State
- isn’t considered to be a legal entity that’s separate from the business owner(s), and
- isn’t required to be registered with the Secretary of State
Formal business entities include LLCs, Corporations, and Non-Profits.
An informal business entity is a type of business structure that:
Informal business entities include Sole Proprietorships and General Partnership.
What is a Sole Proprietorship?
A Sole Proprietorship is an informal business entity with 1 owner.
Sole Proprietorships are the easiest and simplest form of business structure because all you have to do to start one is simply start doing business.
What is a Registered Agent?
A Registered Agent is a person or company who agrees to accept legal mail and state notices on behalf of a formal business entity (like an LLC).
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.
For example, Registered Agents accept:
- legal documents (if your business gets sued), and
- state notices (like Annual Report reminders).
After a Registered Agent accepts documents for a business, they forward them to the business owner, so they can read the documents and choose their next steps.
What kind of businesses are required to have a Registered Agent?
All formal business entities are required to have a Registered Agent.
This includes LLCs, Corporations, and Non-profits.
For more information, see:
- What is a Registered Agent for a Non-Profit?
- What is a Registered Agent for a Corporation?
- Does an S Corp need a Registered Agent?
Do I need a Registered Agent for a Single-Member LLC taxed as a Sole Proprietorship?
Yes, you need a Registered Agent for a Single-Member LLC taxed as a Sole Proprietorship.
This is because Registered Agents are required for all formal business entities, no matter how they’re taxed.
The Registered Agent requirement is tied to the business entity itself, and not the way that it’s taxed.
Said another way, all LLCs need a Registered Agent, regardless of how they’re taxed.
What’s the difference between a Sole Proprietorship and a Single-Member LLC?
An LLC (Limited Liability Company) is a formal business entity that offers pass-through taxation and asset protection. If your LLC is sued, your personal assets – like your home, car, and personal bank account – are protected.
And a Single-Member LLC is an LLC with 1 owner (called a Member).
While both are business types with 1 owner, a Single-Member LLC is a formal business entity. Meaning, it’s registered with the Secretary of State, and is considered to be a separate entity from the business owner.
On the other hand, a Sole Proprietorship is an informal business entity. Meaning, it isn’t registered with the Secretary of State, and isn’t considered to be a separate entity from the business owner.
Said another way, an LLC with a single Member is still an LLC. It’s just that by default, the IRS taxes Single-Member LLC like Sole Proprietorships (which can often confuse people).
For more information on the differences between the two, please see: LLC vs Sole Proprietorship.
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.
