Yes, an S-Corp needs a Registered Agent.
Technically, an S-Corp itself doesn’t need a Registered Agent, but the business entity that elected the S-Corp tax treatment does need a Registered Agent.
Well explain the difference between a business entity and a tax election, and the Registered Agent requirements for your LLC.
What’s the difference between an S-Corp and an LLC?
Some people refer to their LLC as being an S-Corp, but this is incorrect.
An LLC is a formal business entity (a business that has to be registered with the state).
Despite having the term “Corporation” in the name, an S-Corp isn’t a business entity.
Instead, an S-Corp is a way that a business can choose to be taxed (called a tax election or a tax treatment).
Said another way, an S-Corp is the set of rules for how a business is treated for tax purposes.
So when someone refers to their LLC as being an S-Corp, what they mean is that their LLC is taxed like an S-Corp.
Note: The name S-Corp comes from the tax rules under Subchapter S of Chapter 1 of the IRS’s rulebook (called the Internal Revenue Code).
For more information on S-Corp taxation for LLCs, see LLC taxed as an S-Corp.
That said, all formal business entities (like LLCs, Corporations, and Non-Profits) are required to have a Registered Agent, no matter which tax treatment they choose. On the other hand, informal businesses (like Sole Proprietorships and General Partnership) aren’t required to have a Registered Agent.
What is a Registered Agent?
Simply put, a Registered Agent is a receiver and forwarder of documents.
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?
A Registered Agent’s job is to accept legal documents and notices from the state on behalf of your LLC.
After they accept documents for your LLC, they’ll forward them to you (the business owner), so you can read the documents and choose your next steps.
Special offer: Hire Northwest to form your LLC ($39 + state fee), and you'll get a free year of Registered Agent service.
(Why is Northwest the best? Read our Northwest Registered Agent review)
Is a Registered Agent required?
Yes, all formal business entities (like LLCs and Corporations) are required to have – and keep – a Registered Agent for as long as the business entity exists.
And they’re required to keep the agent’s name and address up-to-date with the Secretary of State.
There are 2 exceptions to this:
- West Virginia
- New York
In West Virginia, Registered Agents aren’t required. Service of Process and state notices are sent to the LLC’s Mailing Address by default.
And in New York, the Secretary of State acts as the Registered Agent for all business entities by default. This means that if your business is involved in a lawsuit, Service of Process will be delivered to the Secretary of State. And then they’ll forward the Service of Process to your business.
That said, both states allow you to add a Registered Agent if you’d like.
Why do I need a Registered Agent?
Your LLC needs a Registered Agent because it’s required by law, and they’re an important part of how our legal system works.
If the state or the courts need to contact your business, they will reach out to your Registered Agent.
For example, if your LLC becomes involved in a lawsuit, the courts may send a person called a “Process Server” to deliver legal documents (called “Service of Process) to your Registered Agent’s address.
Service of Process includes documents like:
- a notice
- a writ
- a summons
- a subpoena
- etc.
The Registered Agent will accept the paperwork on behalf of your LLC, and then forward the paperwork to you (the business owner) so you can review it and take action. And the courts can have a record that the paperwork was sent and received.
Who can be a Registered Agent for an LLC taxed like an S-Corp?
You have 3 options for who can be your Registered Agent:
- you
- a friend or family member
- a Registered Agent Service
If you, or a friend or family member will be the Registered Agent, that person must have a physical street address in the state where the LLC is formed.
And they must be available at that address during regular business hours.
How do I get a Registered Agent?
Once your friend or family member has agreed to be your Registered Agent (or you’ve hired a Registered Agent Service), you’ll list that person or company’s name and address on your Articles of Organization.
Your Articles of Organization is the document that, once filed with the Secretary of State, creates your LLC.
And if your Registered Agent’s name or address ever changes, you’ll need to update the Secretary of State with the new information.
Can I be my own Registered Agent for an LLC taxed like an S-Corp?
Yes, you can be your own Registered Agent for your LLC, no matter how it’s taxed.
If you (or a friend or family member) plan to be the Registered Agent for your LLC, it’s important to keep in mind that a Registered Agent’s name and address are on public record.
We recommend hiring Northwest Registered Agent
If you’d like to keep your address off public records, you should consider hiring a Registered Agent company.
The company we recommend, Northwest Registered Agent, can serve as your Registered Agent, and let you use their office address throughout your LLC filing (so you don’t have to use yours).
Northwest offers this unique service at no additional cost when you hire them for their Registered Agent Services.
S-Corp Registered Agent FAQs
Are there any annual requirements or fees associated with maintaining a Registered Agent?
Whether or not there will be fees or annual requirements for maintaining a Registered Agent depends on who you’ve selected to be your Registered Agent.
- If you (or a friend or family member) are your LLC’s Registered Agent, then no, there won’t be any annual fees.
- If you hire a Registered Agent Service (like Northwest), then yes, you’ll pay an annual fee to the Registered Agent Service (usually between $100 – $300).
That said, the Secretary of State doesn’t charge any annual fees for maintaining a Registered Agent.
You might be thinking about the Annual Report. Most states confirm your LLC’s Registered Agent information (and other business information) in your LLC Annual Report filing.
Note: The cost of the Annual Report varies by state. For information on your state’s Annual Report fees, see LLC Annual Fees by State.
Can I change my Registered Agent?
Yes. You can change your Registered Agent by filing a Change of Registered Agent form with the Secretary of State.
However, you’ll need to have a replacement Registered Agent ready before you can file your Change of Registered Agent. And once that’s in place, you’ll list the new Registered Agent’s information on that form.
If your old Registered Agent was a Registered Agent Service, you can cancel services with them once your Change of Registered Agent filing is approved.
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.
