Category: registered agent

This is one of a series of articles by our law firm on the topic of registered agents. For more articles on this topic, click here to access the “Registered Agent” category of articles, or select a title below.

• Registered Agent for your North Carolina Business – What your Mandatory Registered Agent Does

• Registered Agent for your North Carolina Business – Who Can be the Registered Agent

More articles coming soon!

First, whose Registered Agent are we referring to? We’re talking about a corporation or a limited liability company, so we mean the business entity you might own or manage, and the legal requirement in North Carolina that it have a Registered Agent (all sometimes called an “RA”).

Second, what “you” are we referring to when we ask about eligibility to be the RA? The answer to this question makes a big difference.

Can an owner, shareholder, member, or officer of a corporation or limited liability company be the RA for that business entity? Yes, as long as they reside in NC and their business address is identical to the registered agent office listed.

Can a staff member or “regular employee” of a corporation or limited liability company be the RA for that business entity? Yes, as long as they reside in NC and their business address is identical to the registered agent office listed.

Can someone not affiliated with the corporation or limited liability company in any other way be the RA for the business entity? Yes, as long as they reside in NC and their business address is identical to the registered agent office listed.

Can a corporation or business entity serve as the RA for itself? Apparently not. Interestingly, North Carolina’s statutes do not appear to directly rule this out. However, we have witnessed instances in which the NC Secretary of State has rejected attempts by business entities to do this. You can argue both sides of the question, but unless the North Carolina Secretary of State’s office changes its position (voluntarily or due to a court ruling), if you want a corp. or LLC to be your Registered Agent, it will need to be a properly qualified different corp. or LLC as your Registered Agent.

The bottom line: it’s vitally important to have a Registered Agent who is compliant and reliable.

(In case you were wondering, yes, our law firm does serve as a registered agent in both North Carolina and South Carolina, feel free to reach out to us if you’d like to know more by clicking here or calling us at 800.481.2180.)

This is one of a series of articles by our law firm on the topic of registered agents. For more articles on this topic, click here to access the “Registered Agent” category of articles, or select a title below.

• Registered Agent for your North Carolina Business – What your Mandatory Registered Agent Does

• Registered Agent for your North Carolina Business – Can you be your own Registered Agent?

More articles coming soon!

Who / what can be the Registered Agent for a business in North Carolina?

See further down past the table for additional information and clarifications.
Can you “be your own RA”? Stayed tuned for our next article to find out.

Are the laws / rules summarized above the same for “domestic” North Carolina LLCs and corporations as well as “foreign” LLCs and corporations registering or registered in NC? Yes.

The table above says that if the RA is an LLC or a corporation, it has to be an “active” one – what does that mean? This is best interpreted to mean that the LLC or corporation serving as Registered Agent itself must be (and remain) in good standing with the North Carolina Secretary of State Corporations Division. For example, the LLC or corporation serving as Registered Agent should NOT be or become administratively dissolved or under a state of suspension due to tax issues with the North Carolina Department of Revenue.

Does this mean my company can be its own Registered Agent? Great question! Click here to read about that.

Does this mean I, as an owner, officer, and/or manager can be the Registered Agent? Maybe, but even when the answer is “Yes”, that may not be the best idea. Click here for more information.

What about the reference to the “registered office”? Click here to understand the Registered Office requirements.

Are these laws / rules the same for all of North Carolina? Yes. The laws and rules on this issue are the same whether your business or Registered Agent is located in Ashville, Boone, Cary, Charlotte (or anywhere else in the “Great State of Mecklenburg”), Durham, Fayetteville, Greensboro, Raleigh, Wilmington, or any point in between in our State.

The consequences of not having a Registered Agent or not having a legally compliant RA will be explored in another article, but suffice it to say that your LLC, corporation, or other relevant business entity can suffer significant loss of legal rights and even end up with a court order, judgment, or other legal decree against it.

The bottom line: it’s vitally important to have a Registered Agent who is compliant and reliable.

(In case you were wondering, yes, our law firm does serve as a registered agent in both North Carolina and South Carolina, feel free to reach out to us if you’d like to know more by clicking here or calling us at 800.481.2180.)

(In case you were wondering, yes, our law firm does serve as a registered agent in both North Carolina and South Carolina, feel free to reach out to us if you’d like to know more by clicking here or calling us at 800.481.2180.)

We break this short, user-friendly article down into two (2) sections: the legalities and the practicalities.

THE LEGALITIES

By way of North Carolina law, a Registered Agent (sometimes referred to as the “RA”) can be served with “service of process, notice or demand required or permitted by law to be served on an entity”. The entity being referred to here will be one of the following business entities registered with / on file to do business in N.C.:

(A) a domestic (North Carolina) business corporation, nonprofit corporation, limited liability company, limited partnership, or limited liability partnership; or
(B) a foreign corporation, nonprofit corporation, limited liability company, limited partnership, or limited liability partnership.

Thus, a Registered Agent’s primary legal duty is to receive any of the items listed above which can be served on a North Carolina LLC, corporation, or other business entity via the RA. This is true regardless of whether your business or Registered Agent is located in Asheville, Boone, Cary, Charlotte (or anywhere else in the “Great State of Mecklenburg”), Durham, Fayetteville, Greensboro, Raleigh, Wilmington, or any point in between in our State.

THE PRACTICALITIES

We lawyers at McGrath & Spielberger know that sometimes attorneys – to the detriment of their clients – don’t focus enough on the practical aspects of doing business and the day-to-day, real world ways in which the law impacts businesses and business owners. Let’s not fall into that trap – instead let’s go ahead and discuss some key practical and logistical factors relating to Registered Agents in North Carolina.

• What’s the #1 quality you need in a Registered Agent? Reliability.
• Why? Because, practically, if that Registered Agent doesn’t effectively process any of those notice-type items which it receives, you may have a problem.
• Your RA needs to get you these items to you immediately, in full, and preferably via multiple methods.

The consequences of not having a reliable RA will be explored in another article, but suffice it to say that your LLC, corporation, or other relevant business entity can suffer significant loss of legal rights and even end up with a court order, judgment, or other legal decree against it if your RA isn’t effectively and efficiently handling its duties.

The bottom line: it’s vitally important to have a Registered Agent who is compliant and reliable.

This is one of a series of articles by our law firm on the topic of registered agents. For more articles on this topic, click here to access all the “Registered Agent” category of articles or select a title below.

• Registered Agent for your North Carolina Business – Who Can be the Registered Agent
• Registered Agent for your North Carolina Business – Can you be your own Registered Agent?