When starting a new business in Missouri as a corporation or Limited Liability Company (LLC), it is important to understand all aspects of the process that it entails. One aspect is designating a “Registered Agent” for your new venture.
The Missouri Secretary of State’s office sends correspondence to the address of a registered business entity at the registered office address.
One may ask what exactly a Registered Agent is:
It’s great that you’ve asked! A simple definition of a Missouri Registered Agent would be as follows:
“An entity (person) assigned to your LLC that is designated to receive Service of Process (SOPs when legal action is taken or a summon/ notice of a lawsuit is issued) for your business, receive tax forms, legal documents, and annual report reminders or official correspondence.”
So, who can this Registered Agent be?
Yourself. Many people choose to designate themselves as the Registered Agent when creating an LLC. This may work for you if you are a small business with not many employees, and do not have business in other states. (The Registered Agent must reside in the state the LLC is created in.)
Many people don’t want to use their home address due to privacy concerns as the address will become public record and available for anyone to find.
Spouse, friend, or relative. Anyone who is 18 years of age or older, and a resident of Missouri This person ideally would be available during normal business hours so they may receive the necessary paperwork or legal notices.
Manager or personnel at the business office. This may be the best option for a business owner that will not usually be at the physical address of the business and has the address on the LLC registered as the site’s address.
A professional Registered Agent service. Some people may choose a Registered Agent service if they believe they will not/ do not have the time to tend to the duties of a Registered Agent or otherwise don’t have anyone else that would do it for them. (This is particularly common when the owner of the LLC doesn’t have anyone in another state where they are operating the business and this state is also not where they reside.)
A few popular Registered Agent services include; ZenBusiness, IncFile, Northwest Registered Agent, and LegalZoom.
So, what does the Registered Agent do? Is it important to have someone that knows all this?
The answer is YES! It is extremely important that the person designated as the Registered Agent knows what their function and duties are. They will be relaying any important documents to the business owner.
For example, one day a customer is eating a pizza they bought at your business. They fall ill and blame your pizza for it. A summons to appear in court is sent to the address your Registered Agent resides at, but they forget to tell you about the summons they receive. The case is sent to trial, and no one appears because the Registered Agent doesn’t notify you- the customer wins by default. The summons was still properly served; there would be a very low likelihood of appealing the judgment.
It’s important to note that a Registered Agent’s address in the state of Missouri can’t be a PO box or mail center. There has to be a person physically at the address to accept any correspondence from a process server.
Can I change my Registered Agent?
Yes! You can change the person who you have previously designated as the Registered Agent by obtaining the Statement of Change of Registered Agent from the Missouri Secretary of State. There is a $10 filing fee to make the change.
Does a sole proprietor or partnership need a Registered Agent?
A sole proprietorship or partnership does not need a Registered Agent. The only entities that need one are those registered with the Missouri Secretary of State, such as corporations and LLCs.
What happens if there is no Registered Agent?
Failing to maintain a Registered Agent in Missouri can lead to the administrative dissolution of the entity by the Missouri Secretary of State.