When is a Registered Agent Needed in North Carolina?
By law, a corporation, Limited Liability Company (LLC), Limited Liability Partnership (LLP), or Limited Partnership (LP) must appoint a registered agent in North Carolina to accept service of process (SOP), legal notices, and state mandates for the companies they serve. This is so that service of these legal documents can be done efficiently and effectively in the state of North Carolina.
Learn more about the registered agent, job duties, requirements to be one, and more.
What is a registered agent?
A registered agent (also referred to as a resident agent or statutory agent in some states) is a person or company that is designated to be the official point of contact between the government and your business entity.
Is a registered agent required in North Carolina?
A registered agent is required by the Secretary of State when forming a North Carolina LLC, corporation, LLP, or LP. This appointment is first made in the entity formation documents (Articles of Organization or Articles of Incorporation) but can be changed at any time.
Sole proprietorships and general partnerships do not need a registered agent.
The requirements for an entity to have a registered agent are formed under North Carolina state law – statute 55D-30, which mandates that registered entities will have and continuously maintain a registered agent and registered office within the state. The agent must be available during normal business hours to accept any service of process, notice, or demand pertaining to the entity and forward it to the appropriate individuals.
Who can be a registered agent in North Carolina?
A registered agent in North Carolina can be any resident of the state who is 18 years or older, a registered North Carolina domestic business entity, or a foreign business entity authorized to do business in the state. An entity may not be its own agent.
The registered agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of North Carolina. This can be your home address, the address of a family member, an accountant or attorney, the business address, or a commercial registered agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since someone has to be available to sign for documents.
The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
Common Questions About The North Carolina Registered Agent
How is a registered agent appointed in North Carolina?
Appointing a registered agent is done when filing the initial entity formation paperwork or by filing the Statement of Change of Registered Office and/or Agent along to the North Carolina Secretary of State.
What does a registered agent do in North Carolina?
A registered agent accepts official paperwork such as service of process (lawsuits) and the North Carolina annual report renewal notice. These notices and any correspondence from the Secretary of State are sent to the owners of the entity.
Should you be your own North Carolina registered agent?
Provided one of the business owners (members) or officers lives in North Carolina, it is less expensive to act as your own agent rather than hiring a service. While this is the route many businesses take, there are a few reasons to consider hiring a service.
Privacy – The registered office address becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side and they don’t want their employer to know about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is also the remote possibility of a vindictive litigant or upset customer showing up at your house.
If the Business Expands to Additional Locations – If the business has a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A registered agent will need to be appointed with a physical address in each state.
Availability – North Carolina requires the registered agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
Due Date Reminders – Registered agent services provide annual report reminders and updates on any state requirements.
How much does a registered agent service cost in North Carolina?
Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.
Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.
What happens if you don’t have a registered agent?
Not only is a registered agent required when forming an LLC or corporation, but you must maintain a registered agent to keep the entity in compliance. Besides the requirement of designating a registered agent at the time of formation, there are several reasons to have one:
Not Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
Administrative Dissolution – In North Carolina, if the business doesn’t have a registered agent, the state can dissolve the entity.
Entity Closure – Waiting too long to remedy the lack of a registered agent may result in the administrative closure or dissolving the entity.
Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
Can a registered agent be changed?
If the registered agent changes, the entity is required to file a change of registered agent.
A registered agent can be changed by submitting the Statement of Change of Registered Office and/or Agent along with the filing fee to the Secretary of State.
If the registered agent is changed, be sure to update your operating agreement (LLC) or bylaws (corporation) if you have one with the new agent’s information.
