Are there different types of registered agents? It stands to reason that if there’s a registered agent, there must be a non-registered agent, too…right? Well…we’ll get to that.
I’ll tell you everything you need to know about the different types of registered agents and how to know which one you’re hiring for your business.
Is There a Difference Between a Registered and a Non-Registered Agent?
There’s actually no such thing as a non-registered agent. Every registered agent becomes a registered agent when you list them as your registered agent on your paperwork with the Secretary of State.
However, there are two different types of registered agents: commercial registered agents and noncommercial registered agents.
What Is a Registered Agent?
First thing’s first: we need to make sure that everyone understands the role of a registered agent before thoroughly diving into the differences between a commercial registered agent and a noncommercial registered agent.
A registered agent is a person or business that’s formally authorized to receive service of process, legal documents, government correspondence, and important business mail on behalf of your company during normal business hours at your registered agent address.
Registered agents are crucial to important business operations, like formation and compliance. Many of the top registered agent services send out compliance alerts so that their clients don’t forget to file an annual report. They also forward mail to you either physically or digitally. For more information about the role of a registered agent, read my article on the topic.
In some places, a registered agent is called a statutory agent or resident agent. These are all terms for the same service.
Commercial and Noncommercial Registered Agents
The Model Registered Agents Act (MORAA) of 2006 was designed by the American Bar Association in conjunction with the International Association of Commercial Administrators and the Uniform Law Commission. Its purpose was to standardize business entity laws and create a uniform set of rules for registered agents to follow.
The Model Registered Agents Act established two distinct classes of registered agent: the commercial registered agent and the noncommercial registered agent. Commercial registered agents have registered a Listing Statement with the Secretary of State to become commercial agents. There’s usually a filing fee for submitting a listing statement.
In terms of duty, there’s no real difference between a commercial registered agent and a noncommercial registered agent. They’re both required to be present at their registered agent address during normal business hours to receive mail and documents on behalf of their clients. The difference is in the listing status of the registered agent with the Secretary of State.
There’s one other difference, as well. Some states require any business providing registered agent services with more than 50 clients to register as a commercial registered agent. A noncommercial registered agent may have multiple clients in their jurisdiction, too, but they typically keep shorter client lists than commercial registered agents.
You may be wondering how the act benefits business entities. It makes it easier to know which registered agent regulations you have to follow. This comes in handy if you have a business that operates in multiple states — so long as they’ve all adopted MORAA, their registered agent regulations will be the same.
There are currently only a handful of states to adopt MORAA, plus the District of Columbia (Washington D.C.):
- Arkansas
- Idaho
- Maine
- Mississippi
- Montana
- Nevada
- North Dakota
- South Dakota
- Utah
- Wyoming
How Do I Know If I Have a Commercial Registered Agent?
If you’re not 100% sure if you’re using a commercial registered agent, you can use a few different methods to find out.
First, there’s typically a list of commercial registered agents on the Secretary of State’s website (or whichever government agency is in charge of business formation and regulation in your state.) This will tell you all of the commercial registered agents that have filed a commercial registered agent listing with the state government.
Second, if you don’t know which type of registered agent you’re using, just ask them. Some states don’t require you to specify whether you’re using a commercial registered agent or noncommercial registered agent. But if you live in a state that asks you to specify, then it’s highly important that you list your registered agent information correctly.
States with Different Variations of Commercial Registered Agents
A few states haven’t adopted MORAA, but they do employ similar provisions.
California
Long before MORAA was drafted and adopted by other states, California already had a version of a commercial registered agent. MORAA actually took some inspiration from California.
If a business appoints a corporation as its registered agent in California, it must submit a certificate, which asks for both its address and name. However, corporations don’t have to fill in the address portion of the certificate. Noncommercial registered agents are required to fill in the address section with a physical address.
Noncommercial registered agents and individuals are both required to provide an address to be listed on the public record. California doesn’t allow limited liability companies (LLCs) or limited partnerships to become registered agents.
Delaware
Any registered agent with 50 or more clients is required to register as a commercial registered agent in Delaware.
Pennsylvania
Rather than appointing a registered agent, in Pennsylvania you choose a registered office. Your registered office address or commercial registered office provider (CROP) must be listed on your business entity formation documents.
CROPs are Pennsylvania’s iteration of a commercial registered agent. To become a CROP, the provider is required to file a Statement of Address of Commercial Registered Office with the Department of State, which is the state’s corporation authority. The Statement of Address functions much like commercial registered agent listings.
Which Is Better: Commercial or Noncommercial?
No one registered agent type is better. It’s all a matter of what you feel is the best fit for your business.
Often, a noncommercial registered agent is an individual rather than a business. For instance, if you’ve appointed an employee, friend, or family member, they’re a noncommercial registered agent. Likewise, if you’ve decided to be your own registered agent, you’re a noncommercial agent.
There are several risks associated with individual agents that you don’t have to worry about with professional registered agents.
First, they could miss or mishandle a service of process or compliance notices, either of which could land your business in loads of legal and financial trouble with the state government. Missing a service of process could cost your company its good-standing status, which would mean it could no longer expand to other states, qualify for loans, or conduct business in the state.
Second, if your registered agent doesn’t update its address information with the state government, you may never get your mail. Individuals are more likely to make this mistake than an established, experienced business.
The best way to avoid all these risks is to choose a commercial registered agent. Because they have numerous clients, often in other states, commercial registered agent services typically maintain a quality of professionalism. Any company that’s listed as a commercial registered agent is also highly regulated, which is an extra bit of security.
Even states that don’t apply MORAA typically have a list of commercial registered agent companies on their Secretary of State’s website, which makes choosing one easy. But never choose a registered agent simply because it’s listed on a government website.
Make sure you do your own research to choose the best commercial registered agent for your business. For more information about how to choose the best registered agent service for your company, read the Best Registered Agent Services.
Conclusion
There is no such thing as a non-registered agent. The second you list someone as the registered agent for your company, they’re registered with the state government as a registered agent.
However, there are two different types of registered agents: commercial and noncommercial registered agents. A commercial registered agent is one that has filed a commercial registered agent listing with the state government, and likely has multiple clients in multiple states. A noncommercial registered agent makes no special listing statement.
If you’d like more information about registered agents, read my full guide on the Best Registered Agent Services. If you’re still choosing a business entity type and want to know more about LLC formation, read How to Start an LLC. And if you’d like additional support and expert guidance during the formation process, check out the Best LLC Formation Services.
