There are tons of new terms to learn when you start a new business. When completing business entity filings, you’ll typically be asked for information about your registered agent like your registered agent’s name and address, as well as whether the agent is a commercial or noncommercial registered agent.
If these are foreign terms to you, keep reading. We’ll cover what a registered agent is, the difference between a commercial and noncommercial registered agent, and how to tell whether your registered agent is commercial or noncommercial.
What Is a Registered Agent?
Before you learn the difference between commercial and noncommercial registered agents, you need to know what a registered agent is.
A registered agent is an individual or business entity whose job is to receive official documents at your registered office address during business hours.
In most states, all business entities are required to maintain a registered agent.
If you own a company that conducts business operations in multiple states, you’re required to maintain a registered agent in each of those states. You’ll have to either hire multiple registered agents or a national registered agent service to handle your registered agent needs on a national level.
Some places refer to a registered agent as a resident agent or a statutory agent. All three terms describe the same business services, though.
What Is a Commercial Registered Agent?
The Model Registered Agents Act specifies that a commercial registered agent (also called a commercial registered office provider) is a registered agent that has filed a commercial registered agent listing statement with the Secretary of State or equivalent government office, according to applicable state laws.
The commercial registered agent listing statement includes information about the registered agent in question. Some of this information includes the registered agent’s name, business entity type, the person or company applying to be a commercial registered agent, and a physical address where they’ll receive mail and service of process.
Many states don’t require agents to file a listing statement with the Secretary of state. Others require commercial registered agent listings if the registered agent is employed by a specified number of businesses.
Some states don’t require the filer to list a physical address when appointing a commercial registered agent. This is because a commercial registered agent has registered with the state government, so their address is already on file.
However, in most states, if you’re appointing a noncommercial registered agent — such as appointing a family member or serving as your own registered agent — you’re always required to list a physical address because the state government doesn’t already have it on file.
States That Use Commercial Registered Agents
Surprisingly, not all states have adopted the Model Registered Agents Act (MORAA). As of now, there are 11 states, plus Washington D.C., which recognize commercial registered agents. Here’s a current list of the states that recognize commercial registered agents:
- Arkansas
- District of Columbia (D.C.)
- Idaho
- Indiana
- Maine
- Mississippi
- Montana
- Nevada
- North Dakota
- South Dakota
- Utah
- Wyoming
States with Different Variations of the Commercial Registered Agent
Some states have chosen not to adopt the MORAA, but do employ similar provisions.
California
California’s version of the commercial registered agent came long before the MORAA. In fact, its system inspired the MORAA to a degree.
If a corporation is appointed as a commercial registered agent in the state, it’s required to submit a certificate that asks for its name and address, although the address section is optional for corporations. It’s not optional for noncommercial agents.
Individuals or noncommercial registered agents are required to list their addresses on the public record. Limited partnerships and limited liability companies aren’t permitted to be registered agents in California.
Delaware
The major difference between Delaware’s system and the MORAA is the terminology. In Delaware, a commercial registered agent is simply one that represents 50 or more business entities.
Pennsylvania
In Pennsylvania you don’t appoint a registered agent, but rather a registered office, which you’ll have to specify when filing your formation documents with the Department of State. You’ve got the option to list a registered office address or choose a Commercial Registered Office Provider (CROP).
A CROP is Pennsylvania’s version of a commercial registered agent, and it has to file a Statement of Address of Commercial Registered Office with the Department of State. If you use a CROP, you aren’t required to also list a registered office address.
Choosing the Right Registered Agent
With both commercial registered agent services and noncommercial registered agents, as well as the different variations of commercial registered agents in several states, it’s easy to get confused. Some of the most common mistakes made during filing include incorrectly listing the registered agent’s name or listing a commercial registered agent as a noncommercial registered agent.
Getting your registered agent’s name wrong on your forms can lead to confusion, inconvenience, or worse. You could miss important correspondence and risk legal action from the Secretary of State, both of which could prevent you from successfully conducting business.
In short, it’s important that you list your new registered agent information correctly.
How Do I Know If I’m Using a Commercial Registered Agent?
If you’re not certain whether you’re using a commercial registered agent, there are a few easy ways to find out.
First, you should be able to find a list of commercial registered agent services on the Secretary of State’s website or your state’s equivalent state office. This list will show you all the professional service providers that have filed a commercial registered agent listing in your state.
If you aren’t sure which registered agent type you’re using, ask your registered agent directly to clear up any confusion. Some states don’t even require you to list whether your registered agent is commercial or noncommercial, but in the states that require you to differentiate between commercial and noncommercial agents, it’s crucial that you choose the right option.
Conclusion
Because listing the wrong information for your registered agent can cause a multitude of problems for your business in the long run, it’s important to know the difference between noncommercial and commercial registered agents.
The difference between commercial registered agents and noncommercial registered agents is that a noncommercial agent has filed a commercial registered agent listing statement with the Secretary of State or other government agency.
If you’re interested in learning more about the best registered agent service companies, read my guide on the Best Registered Agent Services.
If you haven’t chosen your business entity type or formally established your business and would like to learn more about the formation process, check out How to Start an LLC.
And if you’d like extra assistance from a professional service through the formation process, read the Best LLC Formation Services.
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