Registered agent
US term. Canada: agent for service. UK: officer for service.
| Delaware (US) | Registered agent required (DGCL § 132); commercial agent services widely used |
|---|---|
| Most US states | Registered agent required; some states also accept resident officer |
| Canada (federal) | Agent for service required if no director resides in Canada (CBCA s. 19) |
| United Kingdom | Officer for service equivalent under Companies Act 2006 |
What the registered agent does
The registered agent's job is narrow but important: receive legal documents on the corporation's behalf and forward them promptly. In practice, this means accepting:
- Service of process when the corporation is sued
- Subpoenas and other court documents
- Notices from the corporate registry, including annual return reminders and dissolution warnings
- Tax notices, in some jurisdictions
The registered agent does not act on the corporation's behalf, decide how to respond, or take any substantive action. They are a mailbox with a name attached to it.
Why the role exists
The registered agent exists so that anyone wanting to sue or serve the corporation has a known, reliable physical address. Without that, a corporation could effectively evade service by operating across state lines or behind unmarked offices. The registered agent ensures that the corporation can always be reached for legal purposes.
The consequence: service on the registered agent is good service, even if the agent fails to forward the documents. A corporation that ignores or loses contact with its registered agent risks default judgments based on lawsuits it never saw.
Choosing a registered agent
The choice usually comes down to three options:
- A director or officer. Cheapest, but puts their address on the public record and depends on them being available during business hours.
- A law firm or accounting firm. Often used for small private corporations, especially where the firm already maintains the minute book.
- A commercial registered-agent service. Specialists who handle nothing but registered-agent work. Annual fees are modest (USD 50–300). Standard for Delaware corporations.
Octelligence records the current registered agent, every change, and the date each change took effect. For firms managing portfolios of client corporations, registered-agent details are tracked per entity in Portfolio Licensing.
See For Law Firms & AccountantsPortfolio Licensing for firms managing 25 to 500+ client corporations.