In North Carolina, having a registered agent is one of the requirements for starting a corporation or an LLC (Domestic or Foreign). A registered agent in North Carolina is an individual who must be a resident of the state or an organization in the state that acts on behalf of the corporation or Limited Liability Company. The agent receives notifications from the office of the Secretary of State and lawsuits on the organization’s behalf.
Is a Registered Agent Required in North Carolina?
Yes. As provided in NC General Statutes – Chapter 55D Article 4, a registered agent is one of the compulsory requirements for forming any formal business in North Carolina. It is expected that all forms of formal businesses have a registered agent. These organizations include corporations, limited liability companies, limited partnerships, and limited liability partnerships that are operational in North Carolina. The name and address of the registered agent are some of the information to be included in the formation document. Without this information, the business would not be granted permission to operate in the state,
Please note that while the owner of an organization can be listed as the registered agent for the organization, a company cannot be its own registered agent.
What Is a Registered Agent?
A North Carolina registered agent is an official representative (the main point of contact) of an organization. A registered agent can be a person (who may be a part of the organization) or an entity. This representative receives all important legal documents from the government and from any other business. Documents received include,
- Notices of litigation to commence a lawsuit, regulatory notices, subpoenas, and other legal notices.
- Documents of taxation from the tax office (state or federal)
- Mails (annual statement or reports, correspondence).
The name and mail address (which is one of the information to be provided in the Article of Organization or a Certificate of Authority) of a registered agent is usually made public, and these documents are sent to the address.
What Does a Registered Agent Do?
Apart from the fact that it is a legal requirement for Corporations, LLCs, and other businesses to have a registered agent, it is essential that an organization has one. This representative ensures smooth running and communications between the outside world and the organization for the duration of its lifespan. Some of the key responsibilities of a registered agent include,
- Being available to receive documents, notices and correspondence. The registered agent is expected to maintain a physical address and be available during office hours.
- Sorting out notices and correspondences received.
- Ensuring that all received documents are delivered to the appropriate party within an organization.
- The agent ensures that legal documents are stored properly and kept confidential.
- Businesses that employ the services of a registered agent can maintain a degree of personal privacy as there would be no need to use a physical address or mail address other than that of the RA.
LLC Registered Agent in North Carolina
As stated in the Limited Liability Company Act of North Carolina, an LLC is required to have a registered agent as of the time of filing an Article of Organization or applying for a Certificate of Authority. The NC General Statutes § 55D-30 outlines the requirements for a registered agent in LLCs. A registered agent in an LLC has the same duties as any registered agent in other business entities.
A person acting as a registered agent for an LLC must live in North Carolina or be an entity with a North Carolina address. Entities that can be a registered agent in North Carolina include another domestic or foreign business corporation, nonprofit corporation, or limited liability company. If the RA is an entity, it must be active as of the time it is listed as one.
An LLC registered agent handles receiving a service of process (from other entities) and forwarding (to the appropriate person within the organization).
Do I Need a Registered Agent for My LLC in North Carolina?
Yes. As has been aforementioned, having a registered agent is one of the requirements for forming and operating an LLC in North Carolina. The role of a registered agent cannot be overemphasized as the absence of one would mean that there is no one who can stand as an official representative of an organization to receive legal documents, notices, or correspondences. An LLC that does not have a registered agent would not be granted the right to run as a business in North Carolina by the office of the Secretary of State. While having a registered agent is not optional, the choice of one (in-house or out-sourced) is left to the organizers of the company.
Registered Agent of a Corporation
Generally, registered agents play the same role in whatever business entity that employs their services. A registered agent is the first point of contact for persons outside the organization. The requirements of having a registered agent as mentioned in the North Carolina general statutes apply to all types of corporations as well as Limited liability companies both those domestically formed and foreign.
All corporations in North Carolina are mandated by law to fill and submit the necessary form required for the formation of the type of corporation to be formed. A Domestic Corporation would need to file an Article of Incorporation form with the Secretary of State while a Foreign Corporation (one formed outside North Carolina) would need to apply for a Certificate of Authority. In both forms, the organizer would need to provide the name and address of the registered agent.
Who Can Be a Registered Agent in North Carolina?
A registered agent in North Carolina can be an individual, a domestic, or a foreign entity. As stated in § 55D-30 Article 4, a registered agent in North Carolina,
- If an individual, such person must be a resident of the state and the individual’s office address must be the same as the registered address of the organization.
- Can be a domestic corporation, a limited liability company, or a non-profit corporation, whose address is the same as the organization’s registered address.
- Can be a foreign corporation, a limited liability company, or a non-profit corporation with the jurisdiction to conduct business within the state that has the same address as the organization’s registered address.
- Legal Requirements of a Registered Agent in North Carolina
The legal requirements of a registered agent in North Carolina include the following,
- The Individual must be 18 years and above and must be a resident of the state.
- Entities must be registered on the North Carolina business registry and should be authorized to conduct business in the state and have a North Carolina office address.
- Consent to be listed as a registered agent.
- The agent must be available to receive official documents for the organizations,
Please note that before an individual or entity can be listed as a registered agent on any form to be filed in starting a company, such a person must agree to be the registered agent representing the organization.
How To Choose a Registered Agent in North Carolina
Because of the vital role a registered agent plays on behalf of any business, it is important that an organizer does due diligence in choosing one. Some of the things one can consider include,
- State residency, as has been stated earlier, is one of the requirements by law.
- Availability, every registered agent is expected to be available during normal business hours to attend to any person or organization that wants to send a document.
- Compliance with business regulations as found in North Carolina’s General Status.
- Services offered, reliability, cost, and efficiency.
- The needs of the organization and work required to be done by the registered agent.
- Reviews from other clients.
The option of selecting an in-house registered agent may seem convenient and cost-saving if the company is small and does not receive voluminous legal documents and correspondence. However, for a bigger organization, outsourcing would be more advantageous as entities that offer registered agent services cover, receiving documents, ensuring that they get to the right hands, and storing documents. Furthermore, the client is assured of professional service. This option is also advantageous to foreign businesses authorized to do business within the state that do not have a state address.
Another advantage of outsourcing the services of a registered agent is that it offers privacy. The name and address of a registered agent is considered public record and thus accessible to members of the public. In a situation where the owner of the business, a member of the organization, or a family member is listed as the agent, it would mean that their details are accessible to the public.
In choosing to outsource the services of a registered agent, there are several options available to organizations as to the method of hiring, services offered, and the cost of hiring.
How Much Does a Registered Agent Service Cost in North Carolina
The cost of hiring a registered agent’s service in North Carolina depends on the service provider selected, and the type of services offered. One can hire a registered agent service for as low as $49 and as high as $300 per year. On the other hand, using a family member, the business owner, or a member of the organization would usually cost lower. However, for professional, efficient, and prompt services, outsourcing would prove a better option.
Can I Be My Own Registered Agent in North Carolina
Yes. the owner of an organization can choose to be listed as the registered agent for the organization. Like every other registered agent, such a person must have a North Carolina address and be available to receive legal documents during office hours.
While this would generally cut the cost of hiring a registered agent, it would mean that the name and address of the owner become public information. Also, due to the rigor of running a business, one may miss a deadline, which may have legal or financial implications. Furthermore, if one gets served a lawsuit, it may be delivered in the presence of a customer.
In summary, hiring a registered agent is recommended especially if a business owner can afford one.
How To Change a Registered Agent in North Carolina
The decision to change the registered agent of an organization in North Carolina lies with the board of directors of the business or an officer authorized by the board. It is quite easy and straightforward to change a registered agent in North Carolina. § 55D-31 of the General Statutes of North Carolina states that a company that wants to change its registered agent is required to file a statement of change with the North Carolina Secretary of State, Corporate Division.
The information required includes,
- The name of the current registered agent.
- The physical address, the mailing address (if different), and the county where the current agent is located.
- The name of the new registered agent and written consent from the agent.
- The physical address, the mailing address (if different), and the county where the new agent is located.
- Signature of the new agent and the person filing the form.
The filing fee is $5 and can be paid by money order or check. One can either submit the form online through the PDF upload portal of the SOS, or via mail,
Business Registration Division
PO Box 29622
Raleigh, NC 27626-0622
One can also submit the form in person.
2 South Salisbury Street
Raleigh, NC 27601
Processing time for forms submitted online is 3 to 5 days, while forms submitted via mail are 7 to 10 working days or longer. The organization can also opt for a same-day or 1 day processing time, which would incur higher costs.
The office of the North Carolina Secretary of State recommends that this form is submitted online.
As stated in S.L. 2013-157, a company can also change its registered agent by including details of the new agent in its annual report (and their written consent and signature) to be submitted. There is no special eligibility requirement apart from the ones stated for all registered agents for a newly chosen registered agent to fulfill. If there is no delay whatsoever the new changes would be effective from the date the statement of change is filed.
What Happens If You Don’t Have a Registered Agent in North Carolina?
A business is not recognized and authorized to do business in North Carolina except if it has a registered agent. Not having a registered agent would mean that there would be no representative receiving legal documents on behalf of a company which would pose serious legal and sometimes financial implications in the long run. For instance, the company may miss important notices which may put the organization in a position of ‘not in good standing’ or cause its eventual shutdown. The company may also miss say a complaint or lawsuit, which would lead to a default judgment that may have serious financial implications or even lead to a close of the business.
How To Become a Registered Agent in North Carolina
There are no major requirements for becoming a registered agent in North Carolina. A person who wants to become one only needs to fulfill the requirements stated in the law.
- Residential requirement.
- Have a registered office address.
- An entity would need to be registered in North Carolina as an organization that offers the services of a registered agent
- Age requirement (for individuals serving as resident agents)
- Availability to receive official documents on behalf of the organization.
North Carolina Registered Agent Search
Persons who want to perform a registered agent search in North Carolina can search online on the web page of the North Carolina Secretary of State.
One can do a ‘starting with’, an exact name search, or a Secretary of State ID (SOSID) search.
The information an inquirer would be provided in doing a registered agent search includes
- Name of the registered agent.
- The Secretary of State’s ID number
- Type of business (for an entity).
- State of incorporation.
- Date formed and annual report (annual report status and annual report due date).
- Fiscal month.
- Address (physical and mailing)
Is Registered Agent Information Public Record in North Carolina?
Yes. The information of a registered agent in North Carolina is considered public. This is so in other for persons who need to reach the agent to do so readily. The details of a registered agent are some of the information required to be provided on the form to be submitted for the formation of a business. The Secretary of State maintains a record of this information.
Persons who want to search for information regarding a registered agent can do so online as has been stated above. One can conduct a search by name or Secretary of State ID number.