No, Registered Agents don’t file Annual Reports as part of their Registered Agent duties.
LLC owners (called Members) are responsible for filing their own Annual Report.
That said, many professional Registered Agent Services also provide LLC filing services for an additional fee.
We’ll explain what a Registered Agent is and why they don’t file Annual Reports for LLCs.
We’ll also explain what an Annual Report is so you can decide if hiring a Registered Agent Service to complete it is the right move for your LLC.
What is a Registered Agent?
A Registered Agent is a person or company that receives state notices and legal documents on behalf of an LLC.
Note: Most states use the term Registered Agent. But some states use the term Agent for Service of Process, Resident Agent or Statutory Agent. These terms all mean the same thing.
The Registered Agent serves as the point of contact for an LLC, and state law requires every LLC to have a Registered Agent at all times.
Is a Registered Agent a Member or Manager of an LLC?
No, listing someone as your Registered Agent doesn’t make them a Member or Manager of your LLC.
That said, an LLC Member or LLC Manager can also be the LLC’s Registered Agent (if they meet the Registered Agent requirements).
The important thing to know here is that simply listing a person or business as your Registered Agent doesn’t automatically make them a Member or Manager of your LLC.
A Registered Agent doesn’t own or control an LLC. They also don’t have anything to do with the day to day operations of an LLC.
What is an Annual Report?
An LLC Annual Report is a document that you file every year for your LLC to keep it in Good Standing with the state.
The purpose of an Annual Report is to make sure that the information the state has on file for your LLC is up to date.
Most states require all LLCs to file an Annual Report.
However, there are a few states that don’t require an Annual Report:
The Annual Report is also called the:
- Annual Statement
- Statement of Information
- Periodic Report
- Biennial Statement
And not all Annual Reports are due every year.
While most states require LLCs to file this report every year, some states require LLCs to file a report every 2 years (“Biennial”).
Regardless of how often these reports have to be filed, they all serve the same purpose: to keep your LLC’s information up to date with the state in order to keep your business in Good Standing.
Why don’t Registered Agents file Annual Reports for LLCs?
There are 2 reasons why your Registered Agent doesn’t file your LLC’s Annual Report:
- Filing Annual Reports isn’t part of a Registered Agent’s duties, and
- Registered Agents don’t have the information needed to complete the filing.
Simply put, state law doesn’t require Registered Agents to file Annual Reports for LLCs.
A Registered Agent’s duties are simply to accept important documents on behalf of the LLC, and then forward them to the LLC Members.
The LLC Members are responsible for reading the documents, and taking any steps required in the documents.
For example: When your Registered Agent receives your Annual Report reminder, they’ll forward the reminder to you. The reminder is telling you, the LLC owner, to complete the filing.
Most states only require the following information to complete the Annual Report filing:
- LLC name and state ID number
- LLC physical address
- LLC mailing address
- Registered Agent name and address
Some states also require the names and addresses of the LLC’s Member(s) and Manager(s).
For most LLC Members, this information is easy to find, and many states allow these filings to be done online.
On the other hand, your Registered Agent likely doesn’t have the information it would need to file your LLC’s Annual Report (unless you listed a Member or Manager of your LLC as the Registered Agent).
Should I hire my Registered Agent to file my LLC’s Annual Report?
It depends.
If you live in a state that requires your LLC to file an Annual Report, hiring a Registered Agent Service to complete the filing is a great way to make sure it gets filed on time.
That said, filing the Annual Report on your own is a great way to save money.
Said another way, the benefit of hiring a Registered Agent Service to complete your Annual Report is peace of mind.
Knowing when your Annual Report is due can be confusing, especially if your LLC operates in more than one state:
- In some states, all Annual Reports are due by a set date.
- In other states, Annual Reports are due on the LLC’s anniversary date.
Hiring a Registered Agent Service to track the due date and file the report can help make sure the filing gets completed on time, so you don’t risk missing your due date.
That said, Annual Reports are usually simple, straightforward filings.
Some states even have “no change” Annual Reports.
This means that if all of your LLC information that is on file with the Secretary of State is still correct, you pretty much just click two buttons and pay the filing fee.
FAQs
What happens if I don’t file an Annual Report?
If you don’t file your LLC’s Annual Report, then your LLC can be administratively dissolved (“shut down”).
This also means that your LLC can lose its Good Standing status.
In many states, LLCs are required to be in Good Standing in order to renew business licenses and permits.
That said, it’s usually easy to get your LLC back in Good Standing.
In most states, you’ll just have to file any late Annual Reports, and pay a fee. You may also have to pay a small fine for not filing your Annual Reports on time.
Can a Registered Agent sign on behalf of an LLC?
No, your LLC’s Registered Agent can’t sign on behalf of your LLC.
As stated above, your Registered Agent doesn’t own or control your LLC. So, they don’t have the authority to enter into contracts or sign on behalf of your LLC.
That said, when you hire a Registered Agent Service to act as your LLC’s Registered Agent or an LLC Formation Service to file your Annual Report, they may submit a filing to the state on your LLC’s behalf.
Since you hired them to perform that specific service, they may be able to sign as an “authorized person” to complete that single filing.
For more information, please see Can a Registered Agent sign on behalf of an LLC?
Can a Registered Agent be held liable?
No, your LLC’s Registered Agent can’t be held liable for the debts and lawsuits of your LLC.
This is because your Registered Agent doesn’t control the day-to-day operations of your LLC or own its assets.
Said another way, since a Registered Agent doesn’t own or control your LLC, they can’t be liable for it.
For more information, please read Can a Registered Agent be held liable?
Can a Registered Agent open a bank account?
No, your Registered Agent can’t open a bank account for your LLC.
Most banks require that all of an LLC’s Members be present to open an LLC bank account.
As stated above, a Registered Agent isn’t a Member of an LLC. So, a Registered Agent can’t open a bank account for an LLC.
For more information, please read Can a Registered Agent open a bank account?
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.