No, a Registered Agent can’t sign contracts or agreements on behalf of an LLC.
Simply being an LLC’s Registered Agent doesn’t give a person or business the right to sign on behalf of the LLC.
This is because a Registered Agent doesn’t own or control the LLC. They simply receive and forward important documents.
We’ll explain what a Registered Agent is, what they do, and why they can’t sign 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.
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.
Said another way, the Registered Agent is the point of contact between an LLC and the state and legal system in a specific state.
Every LLC must have a Registered Agent at all times.
And, in order to be a Registered Agent, a person or company must meet the state’s Registered Agent requirements.
What does a Registered Agent do?
As your LLC’s point of contact, your Registered Agent has a few important duties.
This includes receiving and forwarding important documents, including:
- notices from the state (like Annual Report reminders), and
- legal documents from the court (like Service of Process).
Service of Process is the delivery of important legal documents, like:
- subpoenas
- notices
- summons and complaint
If Service of Process arrives for your LLC, your Registered Agent will sign for those legal documents and forward them to you (the LLC owner).
Signing for the delivery of Service of Process is the only time a Registered Agent can sign on behalf of your LLC in their role as Registered Agent.
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)
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 Manager can also be the LLC’s Registered Agent if you’d like (and they meet state requirements).
LLC Members are the owners of the LLC.
All LLC Members can sign on behalf of the LLC.
In a Manager-Managed LLC, the LLC Manager likely has the ability to sign on behalf of your LLC.
This is because the Manager runs the day-to-day operations of the LLC.
If you have a Manager-Managed LLC, your LLC Operating Agreement should list all of the powers and duties of a Manager (including whether they have the ability to sign on behalf of your LLC).
The important thing to know is that simply listing a person or business as your Registered Agent doesn’t automatically make them a Member or Manager of your LLC.
Why can’t a Registered Agent sign on behalf of an LLC?
A Registered Agent can’t sign on behalf of an LLC because they don’t own or control an LLC.
When an LLC lists a Registered Agent on its paperwork, it is just giving that Registered Agent the authority to accept state notices and legal documents on behalf of the LLC.
The Registered Agent can’t act on any of the important documents that they accept. All they can do is sign to accept important documents, and forward them to the LLC Members.
Think of it like this: Your postal carrier gets your personal mail from the post office and delivers it to your mailbox.
This doesn’t give your postal carrier the ability to sign you up for Netflix or complete a credit card application for you.
And, you can think of the Registered Agent as a postal carrier for your LLC.
That said, many Registered Agent Services also act as LLC filing companies.
If you don’t want to file your LLC’s Annual Report on your own, you can pay an additional fee to a Registered Agent Service to complete the filing on behalf of your LLC.
Depending on the Registered Agent Service you hire, they may sign the filing as “authorized person” or “authorized representative.”
This means that when you hired them to complete the Annual Report filing, you gave them the limited authority to sign on behalf of your LLC for that specific filing.
Key Takeaway
Your Registered Agent can’t sign contracts or agreements on behalf of your LLC just because they’re your Registered Agent.
If you have hired a Registered Agent Service to complete a filing on behalf of your LLC, like your Annual Report, then you may have authorized them to sign that specific filing.
If your Registered Agent is also a Member or Manager of your LLC, they may have the authority to sign on behalf of your LLC.
But, that would be because they’re a Member or Manager, not because they’re the Registered Agent.
FAQs
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, a Registered Agent can’t open an LLC bank account.
Most banks require that all LLC Members be present in order to open a business bank account.
Also, a Registered Agent’s duties are limited to receiving important documents on an LLC’s behalf, and then forwarding them to the LLC Members.
So Registered Agents don’t have the authority to open a bank account on behalf of an LLC.
For more information, please read Can a Registered Agent open a bank account?
Do Registered Agents file Annual Reports?
No, your Registered Agent doesn’t automatically file your LLC’s Annual Report.
The Registered Agent duties are to accept state notices and legal documents on behalf of your LLC, and then forward them to the LLC owners (called Members).
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 an additional fee, and providing them with the information needed to complete the filing.
Can I be my own Registered Agent?
Yes, you can be your own Registered Agent.
In most states, you actually have 3 options for who can be your LLC’s Registered Agent:
- You can be your own Registered Agent
- A friend or family member can be the Registered Agent
- You can hire a professional Registered Agent Service
For more information, please read Can I be my own Registered Agent?
What is the difference between a Registered Agent vs. Agent?
As stated above, a Registered Agent is required by state law, and serves as the point of contact in the state where your LLC is registered to do business.
On the other hand, an Agent is a person that LLC Members or Managers can appoint to do specific things on behalf of the LLC.
For Example: Let’s say you run a thriving antique shop in Iowa, called Olden Days LLC. You have to take an antique piano to a customer, which will take all day.
There is an estate sale going on that day that will have a ton of antiques at low prices. You send an employee to the estate sale to bid on the antiques with a spending limit of $2000 and instructions not to buy any electronic equipment.
Sending the employee to the estate sale with specific instructions on what to do and what not to do makes the employee an Agent of your LLC.
So, having a Registered Agent is required by law, but Registered Agents can’t sign contracts or agreements on behalf of your LLC.
Having an Agent isn’t required by law, but your LLC can have one, and they can sign contracts and agreements on behalf of your LLC if you authorize them to do so.
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.