There are lots of new terms to learn when it comes to LLC formation, and it’s easy to get them confused.
This is the case with the terms “registered agent” and “LLC organizer.” In theory, they’re both very different jobs, but in practice they’re so similar that they can both be performed by the same person.
In this article we’ll discuss the differences between a registered agent and an LLC organizer, as well as if you need one — or both.
LLC Organizer vs Registered Agent
So what’s the difference between a registered agent and an LLC organizer?
An organizer acts as the person who forms your company, makes sure that your formation paperwork is completed properly, and sees the LLC through its initial stages.
Your LLC’s organizer will handle the technical formation of your business, including filing your articles of organization, submitting a business name reservation form, and drafting a formal operating agreement for your company. When these duties are complete, the organizer’s role in your company is as well.
Unlike an organizer, a registered agent has ongoing duties. In most states, as long as your LLC is a business entity, it’s required to maintain a registered agent. Your registered agent will accept mail, documents, and service of process on behalf of your company during normal business hours.
Both your LLC organizer and your registered agent can be the same designated person, but the duties are different and LLC organizers don’t have a role once the LLC has formed, whereas registered agents do.
What Is a Registered Agent?
A registered agent is an individual or business entity that receives legal documents at your business address during regular business hours. To be clear, a registered agent is a designated person, and not just a registered office.
Nearly every business entity is required to have a registered agent.
It may seem ridiculous to send your mail and documents to your LLC’s registered agent rather than to your office or home address because you need to get your hands on this correspondence so that you can deal with issues in a timely manner. But another aspect of registered agent service is document delivery.
Your LLC’s registered agent will ensure that you receive your mail and legal documents using either mail forwarding or a convenient online document-management system. Some of the top registered agent service providers also issue compliance alerts so that you’ll never forget to file an annual report.
If you own a business that operates in more than one state, you have to maintain a registered agent in each state your business operates in. You can meet this requirement by either hiring multiple registered agents, or by using a national registered agent service that can meet your legal requirements across the board.
In some instances, registered agents can be referred to as a resident agent or statutory agent. All these terms describe the same services, though the latter two are more old-fashioned terms.
Registered Agent Requirements
The Model Registered Agents Act established a set of universal registered agent requirements that are the same in all 50 states. Here are some of the requirements your registered agent needs to meet:
- State laws. Some states haven’t accepted the Model Registered Agents Act model, instead developing their own rules for registered agents. To make sure your registered agent meets all requirements, you’ll need to know the laws in your state.
- 18+. Every registered agent is required to be at least 18 years of age.
- Physical address. A registered agent must list a physical street address in the state, not a virtual address or a PO box.
- Who you can designate. As long as they meet the legal requirements according to state law, you can designate anyone, a family member, employee, friend, or a professional (like your accountant or lawyer). But be sure that whomever you choose is someone trustworthy!
What Is the Purpose of a Registered Agent?
According to state laws, a registered agent must be physically present and available at your business address during business hours. So you can’t just pop by to check for mail and service of process — you have to be posted waiting to receive it. Furthermore, registered agents are required to have a physical address, which means PO boxes won’t work.
But the silver lining is that registered agents can do a lot more than just accept mail.
Compliance
Your annual report only comes once a year, and it’s typically due on the start date for your LLC, and it gets harder to remember with time. Luckily, registered agents are in charge of keeping track of these dates.
Your registered agent is your company’s point of contact according to state law, essentially a go-between for government agencies and your LLC. So when compliance filing deadlines approach, your registered agent will let you know. Some of the best agents even issue compliance alerts for worry-free compliance.
Management of Important Documents
It may not seem like it, but choosing the mailing address for your LLC is an important decision. It’s where your LLC documents, mail, and service of process will be sent. And because you need to receive this important correspondence so that you can resolve issues in a timely manner, it’s important that you choose a reliable address.
Some of the best registered agent services have updated to online document-management systems, which are handy resources for LLC owners. Not only do they allow you to receive legal paperwork faster than basic mail forwarding allows, they also provide you with an electronic storage space for your mail and documents.
Service of Process
Some articles about registered agents make it sound as though your LLC will receive a service of process on a daily basis. But that’s pretty unlikely. A service of process is a legal notice that your LLC is being sued, so it’s definitely not something that you want to happen frequently.
But in the event that your LLC faces litigation, one of your registered agent’s duties is to accept service of process on your behalf.
What Is an LLC Organizer?
An LLC organizer is the person who will file creation documents for your limited liability company. These LLC formation documents are typically called the LLC articles of organization and LLC operating agreement.
An operating agreement is an internal document that details how your business operates, who is in charge, and who owns the company, as well as employees, LLC members, how those LLC members meet and vote, and how their profits should be divided.
Such agreements aren’t required in all 50 states, but it’s a good idea to have an operating agreement for your company even if it’s not required.
Articles of organization are the documents submitted to the state government to establish an LLC. They create the powers that are afforded to LLC members, and also specifies their duties, rights, liabilities, and obligations. This form is called a certificate of formation in some states, and articles of association in other countries, but all these terms refer to formation paperwork.
Filing requirements differ from state to state, where some states provide you a pre-arranged form that only requires you to fill in the blanks and others require you to create the form from scratch. There’s also typically a filing fee associated with submitting the form.
The LLC organizer files your business’s formation documents, but is in no way in charge of your limited liability company as a result. In this way, an LLC organizer is a bit like an accountant who files your taxes.
The accountant isn’t entitled to your tax refund just because they file your taxes, and your LLC organizer isn’t entitled to any ownership interests in your limited liability company just because they filed your articles of organization, LLC operating agreement, or other LLC formation documents.
Who Can Be an LLC Organizer?
You can choose nearly anyone to be your LLC organizer. The only stipulation is that you have to give the LLC organizer permission to file your LLC’s articles of organization on your behalf.
Here are some of the options you have to choose from for your LLC organizer:
- LLC owners
- LLC members
- A family member or friend
- Your registered agent
- Your accountant
- Your attorney
- A business formation service
Can I Be My Own LLC Organizer?
Yes, you can be your own LLC organizer. The only stipulations for being your own LLC organizer are that the LLC members agree to you being your own organizer, and that you be at least 18 years old.
Is the LLC Organizer the LLC owner?
Your LLC organizer can be the LLC owner, but it doesn’t have to be. Your LLC organizer doesn’t automatically receive ownership of your LLC because they file your articles of organization and LLC formation documents. If you hire a business formation service, friend, or family member as your LLC organizer, so long as they’re not also an LLC member, they’re not an LLC owner.
However, the LLC organizer is often an LLC member. This is because the person initiating the LLC formation process is often the limited liability company owner, therefore they file the articles of organization, operating agreement, and other LLC formation documents themselves for convenience.
In this instance, they are both the LLC organizer (the person filing the LLC’s articles of organization and LLC documents) and as an LLC member they’re also an owner of the limited liability company.
An LLC organizer’s duties solely involve filing the articles of organization for your limited liability company. An LLC organizer’s job is to perform duties limited to the initial creation of the LLC. Once created, the limited liability company organizer doesn’t perform duties related to the way the LLC operates. So, don’t worry about someone taking over your company!
Can a Registered Agent and an LLC Organizer be the Same Person?
Your registered agent and LLC organizer can be the same person. Here are the instances where a registered agent and LLC organizer can be the same person:
You’re both the LLC organizer and registered agent. If you list yourself as the LLC organizer and your company’s registered agent on your articles of organization, then you’ll take on both roles. On top of this, you’ll be listed as an LLC member, too.
A friend or family member is your registered agent and LLC organizer. You can designate a friend or family member as both your registered agent and your LLC organizer. But remember, just because your LLC’s organizer files your articles of organization doesn’t automatically make them a member.
Your formation service also provides registered agent services. If you hire an LLC formation service that also supplies registered agent services, they will not only act as your limited liability company organizer and file your articles of organization and other formation paperwork, they will also perform duties as the registered agent of your LLC.
Do I Need Both an LLC Organizer and a Registered Agent?
You absolutely need both an LLC organizer and a registered agent for your new LLC in most states. The reason is that they perform different duties, even though they may be performed by the same person. Every LLC must have at least one organizer.
LLC Organizer vs LLC members
An LLC organizer is the person in charge of filing the formation documents for your company. While LLC organizers can be an LLC member, its functions are different from those of the members of the LLC.
An organizer’s job stops once the LLC has formed, whereas members of the LLC are involved with the day-to-day operations and business decisions of the LLC.
Another major difference between LLC organizers and LLC members is that members of the LLC have ownership in the company, while the organizer doesn’t.
Think about it, wouldn’t it be illogical for a business formation service to set up your company and automatically gain an ownership percentage of your company? Organizers don’t have liability, ownership privileges, or duties beyond setting up the LLC.
Conclusion
The difference between LLC organizers and registered agents is that LLC organizers exist only to file your formation documents, such as your LLC articles of organization and LLC operating agreement. In doing so, they formally establish your LLC with the state government. Once your articles of organization have been filed and your LLC is formed, your organizer’s job is done.
A registered agent, however, has ongoing duties that involve accepting mail, legal documents, and service of process on your business’s behalf during standard business hours. While your LLC organizer and registered agent can be the same person, they are two very different jobs, but you need both services to form your LLC.
If you haven’t chosen a business structure and would like to learn more about the LLC formation process, read How to Start an LLC.
And if you feel you could benefit from additional guidance from experienced professionals during the LLC formation process, read my guide to the Best LLC Formation Services.
If you're curious about understanding how other services differ from a registered agent, we've got you covered! Explore these resources to ensure you're equipped to make informed decisions for your business's success:
