Registered agent and address. Your company’s US presence.

In brief

The registered agent is the point to which courts and authorities in the state of formation deliver lawsuits and official documents. It needs a physical address in that state and must be reachable during business hours; every state requires one. Its address, however, is not a business address: for an account and cards, institutions require an address at which the company can actually be reached — a PO box is usually not enough for this.

What the registered agent does

In the US, a lawsuit is not delivered by post but handed over in person — “service of process”. So that this works for a company without an office in the state, every state requires a registered agent: a person or business with an address in the state that accepts lawsuits, letters from authorities and deadlines and passes them on without delay. Florida requires one in § 605.0113 of the Florida Statutes, Delaware in the Limited Liability Company Act, Wyoming with a physical address in the state. The agent appears with name and address in the public register. Only someone who lives in the state or has an office there that is staffed during business hours can act as their own agent. For founders from Europe, a commercial agent is the norm.

Three addresses, three tasks

• Purpose · Registered agent: Lawsuits and official mail · Business address: The company’s place of business for institutions and customers · Mailing address: Letters from the IRS and the states
• Required · Registered agent: yes, in the state of formation · Business address: in practice yes, for an account and contracts · Mailing address: yes, on Form SS-4
• Where · Registered agent: in the state of formation, physical · Business address: where the company does business · Mailing address: where mail reliably reaches you
• Public · Registered agent: yes, in the register · Business address: usually yes · Mailing address: no
• Typical mistake · Registered agent: Agent terminated, state not informed · Business address: Agent’s address or PO box used as the place of business · Mailing address: Letters from the IRS go nowhere

Why institutions want a real address

US institutions must verify the identity of every customer. For companies, this includes an address: the principal place of business, a local office or another physical location of business (31 CFR 1020.220). An address at which hundreds of companies are registered does not answer this question. That is why many institutions decline to open accounts for companies whose business address is a registered agent’s address, a PO box or a mere mailbox. Others accept a business address abroad if it fits the business. Each institution decides for itself which address is sufficient.

The phone number

Card issuers and institutions call — to confirm an application, with queries, in the case of unusual payments. A US number that rings out or only plays a recorded message costs you applications. The number belongs to the company, is reachable and is the same in all documents.

If there is no agent

• Consequence — No service of process: If the court cannot find an agent, many states provide for service via the Secretary of State. Anyone who never hears about it misses deadlines — which can end in a default judgment.
• Consequence — Loss of good standing: Without an agent, the company is no longer “in good standing” with the state. Institutions and contracting parties check this status.
• Consequence — Administrative dissolution: In Florida, the state can dissolve an LLC without a registered agent (§ 605.0714) — likewise if the annual report is missing: then on the fourth Friday in September.

Changing the agent

A change is possible at any time: the new agent declares its consent, and the company reports the change to the state — usually with a separate form and for a fee. Only terminate the old agent once the new one is registered; any gap in between is a gap in service. If the agent’s name or address changes, this must also be entered in the register. In Florida the change must be reported within thirty days — otherwise administrative dissolution is a risk here too (§ 605.0714).

How FIAON Global handles your US presence

With FIAON Global, the US presence is part of the package: registered agent, US business address and US phone number are included in the fixed price for the first year — provided by our team on the ground and aligned from the outset with the documents for the account and cards. Official mail and deadlines land in your document room and in your company’s compliance calendar. From the second year onwards your company incurs running costs: the state fee, the registered agent and the annual US filing. With the annual care plan we take care of all of it for €699 a year – all fees included.

Your US presence in the package

Agent, address and phone number in the first year — with formation and tax numbers in Global Structure.

What you need to know

• A US address does not move the place of management: for tax purposes, what counts is where the company is actually managed.
• A US company that is managed from Germany, Austria or Switzerland remains taxable there; its formation must be reported to the tax office (in Germany under section 138 of the German Fiscal Code, AO).
• If the company does business in another state, it generally needs its own registered agent there.

Frequently asked questions

What is a registered agent?

The point of contact that the law requires a US company to have in its state of formation: it accepts lawsuits and official documents and passes them on. Every state requires one.

Can I be my own registered agent?

Only if you live in the state of formation or have an office there that is staffed during business hours. For founders from Europe, a commercial agent is the norm.

Can I use the registered agent’s address as my business address?

Legally it is the agent’s address, not your place of business. Many institutions decline to open an account if this address is given as the business address; each institution decides for itself which address is sufficient.

How much does a registered agent cost?

The market rate is usually $100 to $300 a year. With FIAON Global, the agent, US business address and phone number are included in the fixed price for the first year, and after that in the annual care plan for €699 a year.

What happens if my LLC has no registered agent?

It loses its good standing with the state; if the defect persists, the state can dissolve it. Lawsuits may not reach you in time.