A Registered Agent and an Incorporator are two different roles.
One forms a Corporation.
The other receives legal mail (called “Service of Process”) on behalf of a Corporation.
Note: While someone can be both the Incorporator and the Registered Agent, these are two distinct roles. Becoming one doesn’t automatically make someone the other.
What is an Incorporator?
An Incorporator is simply the person (or company) who completes and files the business paperwork that forms a Corporation.
This paperwork is called the Articles of Incorporation. And it is the document that, once filed with the Secretary of State, creates a Corporation.
Note: For LLCs, the equivalent term is the LLC Organizer.
What is a Registered Agent for a Corporation?
A Registered Agent is a person (or company) who agrees to accept legal documents (called Service of Process) on behalf of a business. Additionally, they may also receive state notices from the Secretary of State.
All Corporations are required to keep a Registered Agent on file with the state.
Once you decide who your Registered Agent will be, you make this selection official by listing them in your Articles of Incorporation.
Note: A Registered Agent is also known as a Statutory Agent, Resident Agent, or Agent for Service of Process. Some states use different terms, but they all mean the same thing.
Who appoints each role?
The Board of Directors appoints both the Incorporator and the Registered Agent.
Can someone be both the Incorporator and the Registered Agent?
Yes, the same person (or company) can be both the Incorporator and the Registered Agent.
However, keep in mind that they are separate roles. Meaning, becoming one doesn’t automatically make you the other.
What are the responsibilities of an Incorporator and Registered Agent?
Incorporator:
An Incorporator is responsible for filling out, signing, and filing the Articles of Incorporation.
Once they’ve filed the Articles of Incorporation, their responsibilities with the business are finished.
Note: Incorporators can’t make contracts or enter into agreements on behalf of the LLC.
Registered Agent:
On the other hand, a Registered Agent is responsible for accepting legal documents on behalf of the Corporation, and then forwarding the documents to the business owners.
Once the Articles of Incorporation have been filed (which designates the Registered Agent), their responsibilities with the business begin.
Your Registered Agent must:
- have a street address in the same state where the Corporation is formed
- be available during normal business hours to accept important documents on behalf of your Corporation
Note: Registered Agents can’t make any contracts or agreements on behalf of the Corporation. They are only authorized to accept legal documents & notices on behalf of the Corporation.
Where is each role listed in state filings?
- Incorporator: Listed in the Articles of Incorporation.
- Registered Agent: Listed in the Articles of Incorporation and in Annual Reports.
Articles of Incorporation:
Both the Incorporator and Registered Agent are listed in the Articles of Incorporation.
In most states, the Incorporator just lists and signs their name. And in a handful of states, the Incorporator also enters their address.
For the Registered Agent, nearly all states require the Registered Agent’s name and address to be listed. However, the Registered Agent usually doesn’t sign the Articles of Incorporation (although in a few states they do).
Annual Reports:
Only the Registered Agent is listed in Annual Reports.
The Incorporator isn’t listed in Annual Reports. That’s because their role ended when they filed the Articles of Incorporation.
Note: Annual Reports are signed and filed by an Authorized Representative or Corporate Officer (ex: President, CEO, Treasurer, or Secretary).
Incorporator vs Registered Agent FAQs
Is an Incorporator liable?
No, an Incorporator isn’t liable for a Corporation’s debts or liabilities.
They are only responsible for making sure that the paperwork they file is accurate, and that they are authorized to file it.
Is a Registered Agent liable?
No, a Registered Agent isn’t liable for a Corporation’s debts or liabilities.
They are only responsible for accepting Service of Process on behalf of the Corporation, and making sure the Corporation receives the documents in a timely manner.
Is an Incorporator of a business the Owner?
No, an Incorporator isn’t automatically an owner of a Corporation.
However, if the owner of the Corporation files and submits the Articles of Incorporation, then they are both the Incorporator and the owner.
Is the Registered Agent of a Corporation the Owner?
No, a Registered Agent isn’t automatically an owner of a Corporation.
However, if the owner of the Corporation lists themselves as the Registered Agent, then they are both the Registered Agent and the owner.
(And if you hire a Registered Agent Service, or use a friend or family member, they are not automatically made an owner).
Who can be a Registered Agent for a Corporation?
You have 3 options for who can be your Corporation’s Registered Agent:
- You can be your own Registered Agent.
- A friend or family member (with an address in the state where you’re forming your Corporation) can be your Corporation’s Registered Agent.
- You can hire a Registered Agent Service for an annual fee.
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.
