What Florida law requires a registered agent to do

Published by Vermilion Vitez Holding LLC, which sells LLC formation and resells registered-agent service fulfilled by Registered Agents Inc.

The steps, in order

1. What the state requires

   Every Florida limited liability company, and every foreign LLC with a certificate of authority, must continuously maintain a registered office and a registered agent in the state (Fla. Stat. 605.0113). The registered office can be the same address as the company's place of business in Florida.

   The agent must accept the appointment in writing. The initial agent and each successor agent file a statement of acceptance with the Division of Corporations while being designated, and the statement confirms the agent is familiar with and accepts the obligations of the position.

2. The agent's duties

   The statute lists two duties for a registered agent. The first is to forward to the company, at the address the company most recently gave the agent, any process, notice, or demand served on or received by the agent. The second is to give the company the notice required by statute if the agent resigns.

3. Who can serve as a registered agent

   In Florida the agent must be one of three things: an individual who lives in the state whose business address matches the registered office, a domestic entity authorized to serve whose business address matches the registered office, or a foreign entity authorized to do business in the state whose business address matches the registered office (Fla. Stat. 605.0113). An authorized entity includes a corporation for profit, a limited liability company, a limited liability partnership, and a limited partnership.

4. Changing or updating the agent

   A company changes its registered agent or registered office by filing a statement of change. The statement names the company and the current agent, names the new agent if the agent is changing, and gives the current registered office address, and the new one if the office is changing. When the agent changes, the successor's written acceptance is attached (Fla. Stat. 605.0114). The same changes can be made on the annual report or in a reinstatement application.

   A registered agent that changes its own name or address may file a statement of change and must promptly notify the company (Fla. Stat. 605.0116).

5. When an LLC goes without one

   A Florida LLC may not prosecute or maintain an action in a court in the state until it complies with the registered agent requirement, pays any amounts owed, and pays a court-ordered penalty of up to $5 for each day it failed to comply, capped at $500 (Fla. Stat. 605.0113).

6. Registered-agent service

   An individual who lives in Florida and whose business address matches the registered office can serve as the company's own agent. A company can also appoint a commercial registered agent. Vermilion Vitez resells registered-agent service fulfilled by Registered Agents Inc. at $74.25 a year.