When it comes to forming an entity, one of the requirements in the state of Florida is to have a registered agent. A registered agent is an individual residing in Florida or a business entity that has an active Florida filing or registration. However, an entity cannot serve as its own registered agent. The registered agent agrees to accept legal notifications on behalf of the entity and they get the notification of the annual report, which is another requirement in order for an entity to maintain an active status in Florida. The registered agent will also receive all official documents and notices related to your entity. It is important that your entity has a registered agent prior to filing the articles for your business entity to ensure your entity is in compliance with the applicable rules and regulations.
When it comes to serving as a registered agent, you can do it yourself or you can retain a professional registered agent. There are many benefits to hiring a professional registered agent. One of the main benefits is privacy. If you serve as your own registered agent, your personal information can become public record. For example, if you are buying a property under an entity you will want to have a professional registered agent because it will keep the owner(s) information private for both the entity’s owner(s) and/or the property’s owner(s). If you serve as your entity’s registered agent, your personal address will be visible to anyone who looks up the entity. Additionally, a registered agent is not allowed to use a P.O. Box nor a virtual office as their address. The location has to be a physical address and can be a home, business, or office suite.
Another benefit to hiring a professional registered agent is that you will not have to worry about being interrupted with official notices and service of process. One of the requirements of a registered agent is that they need to be available during normal business hours. A professional registered agent will be available during normal business hours to accept official notices and service of process for your entity. For example, if someone goes to sue your entity, they will serve the registered agent at the registered agent’s address. If the registered agent is yourself, then they will serve you at your personal or business address whereas if you retain a professional registered agent, the registered agent will be served at their office. This can also prevent potential embarrassment because if an entity is served with notice of litigation, their customer’s reaction will not be favorable to the entity. It can also prevent exposure of private entity matters to other members or employees of the entity. For example, if an employee sees that an entity is being served with litigation, the employee may get scared and jump ship.
When it comes to entities that run on an online-only business, they can benefit from hiring a professional registered agent. When a business is online-only, they generally do not have a place of business that can accept service of process or official notices. Many business are starting to transition to an online-only business due to the COVID-19 pandemic. For example, Tracy decides to open an online flower shop, where she can display her flowers on her website and customers can pick and order the flowers. Tracy does not have a physical address because she is running an online-only business. If Tracy were to become the registered agent herself, she would be required to use her personal residence as her address and she would have to be present during normal business hours. However, if Tracy were to retain a professional registered agent, she would not have to worry about being available during normal business hours and she would not need to worry about taking time out of her busy day to receive official notices or service of process.
So, what happens if an entity does not have a designated registered agent? If you fail to list a registered agent when you file your articles for your entity, the State will reject the entity filing. If you have an entity set up already and for some reason you drop your registered agent, the Department of State Division of Corporations can administratively dissolve your entity. This means that the entity is temporarily not allowed to conduct business in Florida and they are only allowed to liquidate assets and notify creditors. This is typically the first step in terminating an entity’s right to do business in Florida. Another way an entity can be administratively dissolved is by failing to file the annual report in a timely manner.
At the end of the day the only thing an entity/business wants to do is succeed. By retaining a professional registered agent, such as Makris Legal, P.A., you will have peace of mind that you will not miss a crucial filing or endanger your business’ good standing and its right to defend itself in court. By retaining a professional registered agent, you can ensure your entity stays on top of its compliance obligations. To retain Makris Legal, P.A. as your registered agent, click here.