Are you a foreign individual considering investing in the U.S. and managing all your business affairs from abroad? You’ve likely conducted your research and concluded that LLC or Corporation structures are most suitable for you. However, there’s a catch: these business structures require a presence within the state, which is where the role of a Registered Agent becomes crucial to ensure compliance with state regulations. If you’re unfamiliar with this concept, we recommend reading further as we delve into the intricacies of the Florida Registered Agent.
What is a Registered Agent and What Do They Do?
To explain the purpose of a registered agent, it’s essential to provide its definition: A registered agent is an individual or entity appointed by a company, mandated to maintain a physical presence in the state of the U.S. and receive legal communications on behalf of the business. Registered agents are entrusted with crucial information, including notifications of legal proceedings, correspondence from the Secretary of State, official government notices, tax forms, and notifications of lawsuits.
Legal Framework Overview
The structure concerning registered agents and offices in Florida encompasses various statutes and regulations. Specifically, Florida Statutes Chapter 607 for corporations, while Chapter 605 concerns limited liability companies (LLCs). Within these chapters, Section 607.0501 delineates the obligations of registered agents for corporations, and Section 605.0113 specifies those for LLCs.
When selecting a registered agent in Florida, you essentially have two options: you can appoint an individual or a business entity
If you decide to assign an individual as your registered agent, you can choose yourself or any other individual associated with your company as long as they meet these requirements to act as registered agent:
- Be at least 18 years old.
- Must reside in Florida.
On the other hand, if you opt for a business entity the requirements are:
- Domestic corporation with legal address in Florida
- Foreign company authorized to transact business in Florida.
It’s important that an individual or company acting as a registered agent understand that their name and physical address will become a matter of public record and easily accessible to anyone searching for the company.
Additional Requirements to Be a Registered Agent in Florida
The registered agent must
- have a legal address in Florida (it cannot be a P.O. box), and
- always be available during normal business hours (9 a.m. to 5 p.m., Monday through Friday) to receive service of process in person.
Can a Business Owner serve as a Register Agent?
Yes, a business owner can serve as a registered agent for their own company, provided they have a physical address in the state and can be available during business hours to receive official documents and correspondence. However, some business owners prefer to use a registered agent service to handle these responsibilities, especially if they do not have a physical address in the state or if they want to ensure privacy by keeping their personal address off public records.
Common Mistake
We often see foreign investors appointing themselves as registered agents when they do not meet the requirements to do so. Remember, an individual who does not reside in Florida cannot serve as a registered agent.
Not designating a registered agent in Florida can result in significant repercussions. These include the risk of the business losing its good standing status, potentially facing administrative dissolution, and being liable for fines and penalties. Additionally, in the event of a lawsuit, the business may face a default judgment if the court is unable to properly serve legal documents to the company.
Don’t risk the consequences of failing to designate a registered agent in Florida. Ensure your business stays compliant and protected. If you need further assistance understanding these rules, schedule a call with us.
