No, a Registered Agent isn’t liable for the debts of an LLC just because it’s the Registered Agent for the LLC.
The Registered Agent also isn’t liable in any lawsuits against an LLC.
Only the LLC itself can be held liable for its own debts and lawsuits.
We’ll explain what a Registered Agent is, and their relationship with an LLC. Then, we’ll explain LLC liability.
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.
Special offer: Hire Northwest to form your LLC ($39 + state fee), and you'll get a free year of Registered Agent service.
Only need RA service? Use this link instead ($125 per year).
(Learn why we recommend Northwest in our review)
What is a Registered Agent?
A Registered Agent is a person or business that agrees to receive state notices and legal documents on behalf of an LLC.
State law requires every LLC to have a Registered Agent that is physically present in the state.
The Registered Agent serves as the point of contact for an LLC in a specific state.
And the Registered Agent’s name and address are listed on public record with the Secretary of State.
Is a Registered Agent an Owner of an LLC?
No, just being the Registered Agent doesn’t make someone an owner (Member) of the LLC.
That said, if you meet the rest of the Registered Agent requirements, you can be both the LLC owner and your LLC’s Registered Agent.
For more information, please read Registered Agent vs LLC Member.
Special offer: Hire Northwest to form your LLC ($39 + state fee), and you'll get a free year of Registered Agent service.
Only need RA service? Use this link instead ($125 per year).
(Learn why we recommend Northwest in our review)
Why can’t a Registered Agent be held liable?
A Registered Agent can’t be held liable for the LLC’s debts and lawsuits because a Registered Agent doesn’t own or control the LLC.
For example: Your Registered Agent doesn’t control the day-to-day operations of your LLC. And they can’t enter into contracts on behalf of your LLC.
Because of this, Registered Agents can’t be held liable for your LLC’s decisions or activities.
A Registered Agent is simply a receiver and forwarder of important documents.
Receiving and forwarding these documents doesn’t make the Registered Agent part of the lawsuit.
Think of it like this: When you get a bill in the mail, your mail carrier isn’t responsible for helping you pay it just because they delivered it.
And, your Registered Agent is basically a special mail carrier for your LLC.
Can my LLC be held liable?
Yes, your LLC is liable for its own debts. Your LLC is also liable in lawsuits that name your LLC.
That said, the LLC Members (owners) aren’t liable for the LLC’s debts and lawsuits. Only the LLC itself is liable.
For example: You own Bison Burgers LLC, a popular burger restaurant in Montana. You order 100 lbs of beef from your beef supplier and accidentally forget to pay for the shipment. Your beef supplier refuses to send you another shipment until your debt is paid.
That same week, a customer slips on a wet spot on your floor and sues you.
Since the LLC made the contract with the beef supplier, the LLC is liable for that debt. And since the LLC owns the restaurant where the customer slipped, the LLC is also liable for the customer’s injuries.
LLCs are a popular entity type for this very reason.
LLC Members can focus on running their business without worrying about being held personally liable for any business debts and lawsuits.
FAQs
What are the risks of acting as your own Registered Agent?
There are some risks of being a Registered Agent for your LLC.
They aren’t likely to occur, but if they do, you could lose your liability protection.
Most of the risks of being a Registered Agent are related to missing important legal documents and notices from the state.
This might happen if you move and forget to notify the state of your new address, or if you travel a lot.
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?
Can a Registered Agent sign on behalf of an LLC?
No, your LLC’s Registered Agent can’t sign on behalf of your LLC.
Your Registered Agent doesn’t own or control your LLC, so they can’t enter into contracts or sign on behalf of your LLC.
That said, if you hire someone, like a Registered Agent Service, to file your LLC’s Annual Report, you may be giving them authority to sign that document.
Since you hired them to perform a specific service, they may be able to sign as “authorized person” or in a similar capacity to complete that single filing.
For more information, please read Can a Registered Agent sign on behalf of an LLC?
What if my Registered Agent is named in a lawsuit against my LLC?
Even though your Registered Agent doesn’t own or control LLC, and isn’t liable for your LLC, mistakes can happen.
Your LLC’s Registered Agent and their address is public record. Sometimes, more information is available about your Registered Agent than your LLC.
Because of this, sometimes a Registered Agent may be named in a lawsuit against your LLC by mistake.
This listing is usually something your Registered Agent has to handle on their own, but it may be a good idea to let them know if you see they are named in the lawsuit.
Who can be a Registered Agent?
In most states, you have several options for who can be your Registered Agent, including:
- You,
- A friend or family member, or
- A Registered Agent Service
Being your own Registered Agent (or asking a friend or family member) is a great way to save money (as long as you meet the requirements).
Hiring a Registered Agent Service is a great way to keep your address off of public record.
If you want to hire a Registered Agent Service, we recommend Northwest Registered Agent.
Northwest has been in business for 28 years and they have excellent customer support.
They will also let you use their business address throughout your LLC paperwork, so you can keep your address off of public record.
And if you hire them to form your LLC, they’ll give you 1 year of free Registered Agent Service.
Does a Registered Agent have to be a person?
No, your Registered Agent doesn’t have to be a person.
Your Registered Agent can be:
- a person (like you, a friend, or a family member who lives in the state), or
- a company (a professional Registered Agent Service).
For more information, please read Does a Registered Agent have to be a person?
What states don’t require a Registered Agent?
Almost every state requires your LLC to have a Registered Agent.
That said, there are 2 exceptions:
In West Virginia, Service of Process is sent directly to your LLC’s mailing address.
And in New York, the New York Secretary of State’s office accepts Service of Process on behalf of all LLCs.
For more information, please read What states do not require a Registered Agent?
Can I use a P.O. Box?
No, you can’t use a P.O. Box for your Registered Agent’s address in most states.
It must be a physical address where someone can receive documents in person in case Service of Process arrives for your LLC.
How many Registered Agents can an LLC have?
An LLC can only have 1 Registered Agent.
That said, the exception is New York.
In New York, the New York Secretary of State is your LLC’s Registered Agent by default. And they allow you to list a second Registered Agent.
For more information, please read How many Registered Agents can an LLC have?
Do Registered Agents file Annual Reports?
No, your Registered Agent doesn’t automatically file your LLC’s Annual Report. The primary duty of a Registered Agent is to accept state notices and legal documents on behalf of your LLC.
That said, many Registered Agent Services also provide business filing services.
You may be able to hire your Registered Agent Service to submit your LLC’s Annual Report by paying a fee and providing them with the information they need to complete the filing.
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.