There are a ton of new terms to learn when it comes to business formation, and it can seem unnecessarily confusing. That’s particularly true of the terms registered agent, incorporator, and organizer.
Incorporators and organizers participate in the formation of a company, whereas registered agents come into play after the company has been formed.
I’ll clear up any confusion you may have and explain the difference between registered agents, incorporators, and LLC organizers in this article.
The Difference Between Registered Agent, Incorporator, and Organizer Roles in a Business
An incorporator is an individual or business in charge of establishing a corporation and getting it set up with your local and state government. Your incorporator will fill out and file your company’s articles of organization, and they’ll hold down the fort until your company’s board of directors becomes active and replaces them, at which point, they must resign.
An LLC organizer is in charge of the technical formation of a limited liability company. The LLC organizer, often, but not necessarily, an LLC member, files the company’s articles of organization with the Secretary of State or the appropriate state agency, submits a business name reservation form, and draws up a formal operating agreement for your business.
Once the formation process is completed, your organizer’s role is complete, unless they have some other role in the company, such as an LLC member.
A registered agent, on the other hand, has ongoing duties with your business, unlike organizers and incorporators. Many states require every business entity to have a registered agent.
The same person can be both your registered agent and your LLC organizer or incorporator. The difference is that an incorporator or LLC organizer’s duties cease once the business is formed, but your registered agent’s carry on long after that.
What Is a Registered Agent?
Let’s start off with an explanation of the duties of a registered agent. Nearly every state requires business entities, no matter the business structure, to maintain a registered agent.
A registered agent is an individual or business entity who is authorized to receive legal documents, accept service of process, and manage other important business mail for your business at your registered address during regular business hours. It’s important to make the distinction that a registered agent is a designated person or firm and not simply a mail service.
Registered agents will get the mail, legal paperwork, service of process, and government correspondence to you using either mail forwarding or online document-management systems. Many of the best registered agent services send out compliance alerts, too, so that you won’t forget to file annual reports.
In some states, registered agents are called a resident agent or statutory agent, so if you see either of those terms you’ll know they’re all synonymous for the same service.
What Is an LLC Organizer?
An LLC organizer is the authorized person who fills out, signs, and submits the initial creation documents for your limited liability company. You’re legally required to have at least one organizer. Usually, the formation documents for LLC formation are called the articles of organization and in most cases they’re filed alongside an operating agreement.
An operating agreement is one of your most important LLC documents. It describes how your business operates, who has authority in the business, the ownership interest of LLC members, a list of LLC members, and a thorough explanation of how the LLC members should meet and vote on company issues.
Many states don’t require LLCs to have operating agreements as part of their LLC formation documents, but it’s a good idea to draft one and have that safety net for your company anyway.
The articles of organization are the LLC formation documents which your LLC organizer will sign and submit to the Secretary of State or other government agency to form your new LLC. The document gives LLC members, and your limited liability company, their authority.
Some states call the form articles of association, or certificate of formation. But no matter which iteration of this you encounter, it all refers to the same LLC formation paperwork.
What Is an Incorporator?
An incorporator takes care of all the legal legwork to create and establish a corporation. In some places, at least three incorporators are required. The business formation documents that an incorporator signs are called articles of incorporation. They typically also have operating agreements, just like LLCs.
Other terms for the articles of incorporation include certificate of organization and company charter.
The information on the articles of incorporation includes the business name, registered agent’s address and name, corporate structure of the business (such as an S or C corporation), information about board members, information about company shares and how many are available, end date (if there is one), and of course, signature of your incorporator.
Before your incorporator even files your articles of incorporation, they must double-check its statute provisions in accordance with the Model Business Corporation Act. Most states require the incorporator to check that everything is in compliance with state law before signing the documents, as well.
Once your incorporator has filed your paperwork, they can hold what’s called an “organizational meeting.” This meeting is held to discuss possible amendments you may want to make to your articles of incorporation, give you the opportunity to draft and adopt new bylaws, and elect board members. The incorporator is required to notify you three days prior to the meeting.
After your incorporator has filed all of the paperwork and held the organizational meeting, their duties are complete. Their last act is to formally resign once the board of directors holds their first meeting.
Can I Be My Own LLC Organizer, Incorporator, or Registered Agent?
If you’re wondering if you can do this all yourself, you’re in luck. As the business owner, you’re allowed to be your own LLC organizer, incorporator, or registered agent.
While you can hire a business formation service or professional, or even a friend or family member, many corporation and LLC owners choose to form their companies themselves rather than hiring someone else to do it. This is especially true for a small business or single-member LLC.
Many business owners find it easier and more convenient this way. In such cases, the business owner is both the incorporator or LLC organizer and the business owner.
Interestingly, this is one of the few instances where an LLC organizer or incorporator actually has ownership interest.
You can also be your own registered agent. For information on the reasons for and against this, read my article on the topic.
Can the Registered Agent and LLC Organizer or Incorporator Be the Same Person?
Sure! Here are some of the cases where a registered agent can also be either the LLC organizer or incorporator.
The Business Owner Is Both the Registered Agent and LLC Organizer/Incorporator
You’re more than capable of completing the formation process and filing articles of organization or incorporation as the business owner. If you choose to go this route, then you need to remember to list yourself as the business owner, LLC organizer/incorporator, and registered agent for your company on your articles of organization/Incorporation.
A Friend or Family Member Is the Registered Agent and LLC Organizer/Incorporator
If they’re at least 18 years old and meet all the legal requirements, you can appoint a friend or family member to perform both duties. Make sure you choose someone dependable, and not just someone you get along with — you might not get along so well if they damage your company.
You Hire a Formation Service That Also Supplies Registered Agent Service
If you choose a high-quality formation service that also offers registered agent services, then they can file your articles of organization/incorporation, as well as sticking around after formation and serving as your company’s registered agent.
Conclusion
The key difference between a registered agent and an LLC organizer or incorporator is that an organizer or incorporator’s duties don’t extend beyond setting up the company and filing either articles of organization or incorporation for your company. Once that’s done, their services have been rendered.
A registered agent provides continual services to ensure your company meets its legal and compliance requirements. However, you can choose one person or company to both sign your articles of organization/incorporation and act as your registered agent.
If you’d like to learn more about LLC formation, read How to Start an LLC. If you want an expert to help you cut through the red tape involved with the formation process, check out my guide to the Best LLC Formation Services. And if you’re looking for a quality registered agent, read the Best Registered Agent Services.
If you're keen on understanding the roles of a registered agent and other unique positions within business entities, rest assured, we have you covered! Explore these resources to make well-informed choices for the success of your business:
