As the owner of a new corporation, you’ve likely learned that most states require your corporation to have both an incorporator and a registered agent.
An incorporator is responsible for setting up your corporation, while a registered agent is responsible for receiving and forwarding service of process and other important documents after your corporation is up and running.
To clarify whom you can choose for each role, and whether both roles can be served by the same people, I’ve written this guide.
Can a Registered Agent and an Incorporator Be the Same Person?
Your registered agent and incorporator are allowed to be the same person. Here are some situations that may lead to the same person performing both registered agent and incorporator duties for companies:
- You’re both the registered agent and the incorporator. You’re perfectly allowed to be the business owner, registered agent and incorporator, wearing all three hats for your company. Make sure to list yourself as both registered agent and incorporator.
- Your friend or family member is both incorporator and registered agent. As long as you choose someone that’s over the age of 18, you’re allowed to choose a family member or friend to do both jobs for your company. Remember to choose someone for these roles who is responsible and able to perform both duties adequately.
- You hire a business formation service that also supplies registered agent services. Some business formation companies also fulfill registered agent duties, and if you go with one of these, then they’ll be responsible for the roles of both registered agent and incorporator for your company.
Can I Be My Own Incorporator or Registered Agent?
You can be your own incorporator and your own registered agent.
When it comes to incorporation, a lot of business owners choose to be their own incorporator because they’re usually the ones gathering the corporation’s organizational documents to start the incorporation process anyway and it cuts out the middleman. The only qualifications you need to meet to be an incorporator are agreeing to be the incorporator and being over 18 years old.
What Is a Registered Agent?
A registered agent is an individual or business entity with legal authority to receive service of process, legal documents, mail, and government correspondence on behalf of your corporation at your company’s business address during standard business hours. Most states (except West Virginia) require all business entities, corporations included, to maintain a registered agent.
If your corporation operates in multiple states, the law requires you to maintain a registered agent in each one. You could go to the trouble of designating a different registered agent in each state, or you could save yourself a headache by hiring a national registered agent to meet all your needs on a national level with just one company.
Some other terms for a registered agent are resident agent and statutory agent. Just remember that all three of these terms mean the same thing.
What Do You Need a Registered Agent?
Many states will require your registered agent to have a physical street address, and be physically present at said address during normal business hours to receive legal correspondence on behalf of your corporation. Because of that, they’re not allowed to cheat the system and use PO boxes or, in many cases, virtual addresses.
The good news is that registered agents can do a lot more for your business than simply receiving legal documents.
Compliance
Your registered agent works as a middleman between your business and other entities. It’s your registered agent’s duty to notify you about compliance filing deadlines as they approach so you don’t miss one. Some of the best registered agent service providers will send you compliance alerts so that you can meet your compliance obligations while cruising on autopilot.
Management of Important Documents
Because it’s so critical that you’re notified about important correspondence and legal papers, many registered agents have switched over to using online document-management systems. These online systems let you view your documents far faster than basic mail forwarding allows.
The best companies scan and upload your mail and documents the day they receive them and you can view them shortly thereafter. Another bonus of document-management systems is that they provide you with an online storage. If you don’t want to keep a piece of mail, you can simply delete it, and if you want to store it, you can simply save it to the cloud. No filing cabinets!
Service of Process
Some online information about registered agents gives the impression that your business will receive service of process on a daily basis. But a service of process is a notification that your business is being sued or you’re being summoned to appear in court, so it’s definitely something that your organization doesn’t want happening on a regular basis.
But should your business be served a service of process, it’s your registered agent’s duty to accept it.
Registered Agent Requirements
Generally speaking, registered agent requirements are pretty uniform from state to state. Here are the primary requirements the registered agent for your organization is required to meet.
State Laws
While they’re mostly uniform, there are a few outliers. To ensure that your registered agent is on the up and up, you’ll need to check out the laws in your state.
Physical Address
Your registered agent’s address must be a physical street address in your state. This means they can’t use a PO box, and in many states a virtual address isn’t allowed either.
Who Can Be a Registered Agent?
Every registered agent is required to be at least 18 years old. If your candidate meets the legal requirements, you’re permitted to designate anyone you want. You can designate an employee, friend, family member, or a law firm. Screen your choices and narrow it down to someone who’s dependable and available during business hours. It’s a huge responsibility.
What Is an Incorporator?
Your incorporator signs your corporation’s Articles of Incorporation and is in charge of filing forms to complete the incorporation process in your state, as well as getting your business off the ground.
No matter which state you’re in, any corporation formed in the United States is required to file Articles of Incorporation. Some states have different names for this particular incorporation document, such as a Certificate of Organization or corporate charter.
Your incorporator may also help draft your operating agreement and conduct an organizational meeting once they’ve filed your company’s Articles. The intent of this meeting is to discuss things like potential amendments to the Articles, adopt or create new bylaws for your corporation, and elect the members of your board of directors.
According to corporation laws, your incorporator is allowed to install your company’s board of directors, but shareholders are granted the right to vote on the members your incorporator chooses. Your incorporator is required to give you three days notice before they call this organizational meeting.
While your incorporator is in charge of legally establishing your corporation, their job ends once your business is established with the state government and up and running. After your board of directors conducts its first meeting, the incorporator resigns.
Who Can Be an Incorporator?
The primary prerequisite is the business owner granting the person permission and authority to sign documents and file them on behalf of the company. Other than that, almost anyone can be the incorporator for your business:
- A shareholder
- An officer (like the treasurer, secretary or president)
- A board member
- A friend or family member
- A lawyer
- That barista who always remembers your order
You also have the option to hire a business or individual just to complete the incorporation process for your business, and then they’ll go off with no further affiliation with your company. Such people are called “dummy incorporators,” and they’re pretty commonplace in the corporate world.
Do I Need Both an Incorporator and a Registered Agent?
If you’re trying to find a way to save money, then unfortunately you’re going to have to find another way to do it. Most states require you to have both an incorporator and a registered agent.
This is because the jobs are completely different and separate. However, the same person can perform them both. You’re going to need at least one incorporator, and most states require you to maintain a registered agent — even if you decide to be your own registered agent or designate your mom, or your barista.
Conclusion
The same person can be both the incorporator and the registered agent for your business.
Your incorporator will fill out and sign your company’s Articles of Incorporation and other incorporation paperwork to establish your corporation and then resign once it’s all set up. Your registered agent sticks around to receive mail and service of process at your registered address during normal working hours on behalf of your corporation.
Because the role of an incorporator is temporary and the role of a registered agent is more permanent, both roles being performed by the same person is easy.
If you want to learn how to form a limited liability company, read How to Start an LLC. For more information on choosing the best registered agent service for your business, read the Best Registered Agent Services.
