No, a Registered Agent isn’t automatically a Member of an LLC.
We know that filling out paperwork to start an LLC can be very confusing with lots of business terms – like Registered Agent and Member.
But don’t worry, we’ll help you understand the differences between these terms below.
Registered Agent vs Member – What’s the Difference?
A Registered Agent is a person or company who agrees to accept legal mail and notices on behalf of your Limited Liability Company (LLC).
A Member of the LLC is simply an owner of the company.
These are different roles, but sometimes the same person can be both the LLC Registered Agent and an LLC Member.
What is a Member of an LLC?
In a Limited Liability Company, “Member” is just the technical term for an owner.
So if you own the company, you are a Member of the LLC.
How many Members can an LLC Have?
There is no limit to the number of LLC Members (owners) an LLC can have.
You can form an LLC with just 1 Member (called a Single-Member LLC).
Or you can form an LLC with 2 or more Members (called a Multi-Member LLC).
How do I know who the LLC Members are?
Some states require you to list the LLC Members on the Articles of Organization (or other formation document filed with the Secretary of State). That said, many states let you keep the LLC Members’ names and addresses private, and don’t require you to list all of the Members on the formation documents filed with the state.
In either case, the LLC Members are always listed on the LLC Operating Agreement. This internal document lists the LLC Members, and other business information, like how much money each Member contributed to start the company, and how much of the LLC each Member owns.
The Operating Agreement doesn’t get filed with the state. You should just keep it with your business records.
Who can be an LLC Member?
There are essentially no restrictions on who can be LLC members.
Any of these persons or business entities can be an LLC Member:
- US citizens
- US residents
- Non-US citizens
- Non-US residents
- Other LLCs
- Other Corporations (C-Corp and S-Corp)
- Other legal entities (besides LLCs and Corporations)
- Individual Retirement Accounts (IRAs)
Said another way, any person or business entity can own an LLC, and these persons or companies are called LLC Members.
A person/company is still an LLC Member whether they own 100% of the LLC or 1% of the LLC.
Note: If you choose to have your LLC taxed as an S-Corp, the IRS has rules about who can be an LLC Member. If you want to explore having your LLC taxed as an S-Corp, we recommend speaking with an accountant to learn about the pros and cons.
What is a Registered Agent?
A Registered Agent is a person or company who agrees to accept legal mail and notices on behalf of your LLC.
Legal mail (called Service of Process) is sent if your LLC is involved in a lawsuit. Additionally, the state may send notices and reminders to your LLC’s Registered Agent.
Registered Agents should be available during normal business hours (9am – 5pm), Monday through Friday.
And the Registered Agent for your LLC must have a physical street address in the state where your LLC is located. PO Box addresses aren’t allowed.
Note: Most states use the term “Registered Agent”, but some use the terms “Resident Agent” or “Statutory Agent”. They all mean the same thing and we may use these terms interchangeably.
Who can be a Registered Agent?
You have 3 options for who can be your LLC’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 LLC) can be your LLC’s Registered Agent
- You can hire a Commercial Registered Agent (professional Registered Agent Service) for an annual fee
Can the owner be the Registered Agent?
Yes, an owner (Member) can be the Registered Agent. But the Registered Agent doesn’t have to be a Member.
Remember, the Registered Agent is just a contact person for the delivery of legal documents. They don’t need to own any of your business to receive documents and forward them to you.
When is the Registered Agent a Member?
There are a few circumstances when the Registered Agent is also a Member of the LLC:
You can be the Registered Agent for the LLC you own. In that case, you would be both a Member and the Registered Agent.
If you have co-owners (business partners), then they are also LLC Members. One of them could be listed as the LLC Registered Agent. So they would be both the Registered Agent and a Member.
When is the Registered Agent NOT a Member?
The Registered Agent is not a Member when you hire a Registered Agent Service. Paying a company to receive your documents doesn’t give them any ownership interest in your company.
And if a friend or family member is going to be your LLC Registered Agent, you don’t have to give them ownership in your LLC either. If they didn’t contribute money to become a Member and they aren’t a part of your LLC Operating Agreement, they aren’t an owner (a Member). They’re just helping you out by being the Registered Agent.
Make sure you discuss this thoroughly with the friend or family member you’re choosing to be the Registered Agent, so they understand that they don’t own the company and aren’t a Member.
Is a Registered Agent required for an LLC?
Yes, a Registered Agent is required for an LLC in all 50 states and the District of Columbia.
Registered Agents are an important part of how the legal system works and allow for the delivery of Service of Process to be tracked.
Registered Agent vs Member FAQs
Is the Registered Agent of an LLC the owner?
Not always. The Registered Agent of an LLC can be an LLC owner.
However, simply being the Registered Agent for an LLC doesn’t make that person or company an owner of the LLC (unless you want them to be).
Many LLC owners choose to hire a Registered Agent Service (or another professional like an attorney or accountant).
In these cases, the person or company you hired doesn’t own the LLC. They’re just the person legal documents can be served to on behalf of your LLC.
And again, the main purpose and responsibility of the Registered Agent is to forward legal documents to the LLC owners.
Can the LLC owner be the Registered Agent in my state?
Yes. Any LLC Member (aka LLC owner) can serve as the Registered Agent, as long as they meet the requirements for a Registered Agent, like having a physical address in the state.
What is the difference between a Registered Agent and a Member?
A Member can be a Registered Agent, but the Registered Agent isn’t automatically a Member.
A Registered Agent is the point of contact listed in state records where legal notices (and other official correspondence from the state) can be delivered for your LLC. A Registered Agent is required to have a physical address in the state where the LLC is located and be available during business hours.
And a Member of the LLC is simply a person who owns (all or part of) the company. A Member isn’t required to have a physical address in the state where the LLC is located – or to be available during regular business hours.
All LLC Members are listed in the Operating Agreement (the private, internal document which creates LLC ownership), but many states don’t require you to list the LLC Members in the Articles of Organization (the public document that forms your LLC).
On the other hand, you must list a Registered Agent in your Articles of Organization, and you should also list their information in your Operating Agreement.
Although Operating Agreements are private documents that are just kept with your business records, the Articles of Organization are on public record with the Secretary of State. This means that your Registered Agent information – including the Registered Agent’s address and name – is always on public record.
So if you’d like to keep your address off public record, you should consider hiring a Registered Agent company.
The company we recommend, Northwest Registered Agent, can not only serve as your Registered Agent, but they’ll also 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.
Can the Sole Member of an LLC be the Registered Agent?
Yes, the Sole Member of an LLC can be the Registered Agent as long as they meet the state requirements.
How do I choose a Registered Agent?
Choosing the right Registered Agent for your LLC depends on your specific business needs.
We’ll guide you through your options and how to choose a Registered Agent, so you can confidently pick the best one for your LLC.