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Importance of Having a Registered Agent

By Lane V. Erickson, Idaho Business Attorney

If you’ve gone to the trouble to create an entity for your business such as a corporation, an LLC or a PLLC, one of the requirements you have is to identify and always maintain a registered agent. In fact, the Idaho Secretary of State’s office will not allow you to file your entity without listing an initial registered agent. Additionally, maintaining a registered agent throughout the existence of your entity is a statutory requirement.

Specifically, Idaho Code § 30-21-401 et seq., provides a lengthy list of statutes that define and set forth the requirements that apply to all registered agents of any entity that does business in Idaho.

The purposes of this article are to describe what a registered agent is, to provide guidance on who can act as a registered agent for your entity, and to describe how you can go about changing who your registered agent is. While we hope that this article is informative, please know that it cannot contain all the information necessary for you to understand when it comes to having a registered agent for your entity. If you have questions or concerns we invite you to contact us for a free 30-minute consultation where we can answer your questions and help you determine how to best handle maintaining a registered agent for your entity.

What we can do in this article is provide you with information from our team of lawyers who have the experience, skill, and knowledge, to provide sound legal advice to each of our business clients. Whether it is creating a small business, working through the intricacies of negotiating contracts, helping clients when something goes wrong, or guiding a business about their registered agents, we have helped numerous Idaho business owners make good decisions so their business can move forward successfully. We are confident we can help you too.

What is a Registered Agent?

So, to help you understand more about this we will start by discussing what a registered agent is. A registered agent is a real-life person who is available during normal business hours at a physical street address and is capable of accepting service of process and other notices in documents for your business entity.

Because a business entity is considered a separate legal person, there must be a real person who can represent that new entity. Businesses are often involved in litigation. Additionally, other formal specific legal notices are often required to be given to business entities in the course of their business operations. The problem is a business entity doesn’t actually have a physical presence like a real person does. For this reason, a registered agent is identified and appointed for every business entity in Idaho.

Specifically, according to the Idaho statutes, (Idaho Code § 30-21-402) All domestic entities which would include corporations, LLCs, PLLCs, and any other entity that is created in Idaho is required to have a registered agent. Additionally, all domestic limited liability partnerships have the same requirement. Finally, any foreign entity, which means an entity created in a state different than Idaho, that comes to Idaho to operate its business must also register in Idaho and have its own separate registered agent in Idaho.

Who Can Be Chosen to Be a Registered Agent?

A registered agent could be one of the owners of the business, or the owner’s attorney, or the owner’s accountant or CPA. Additionally, a business owner can designate a commercial registered agent, which is an individual whose business it is to act as a registered agent for other entities. This is again a real person with a physical address.

When we help our clients create a new business entity, one of the very first things we talk about is who they will list as the registered agent. This is because the documents that are filed with the Idaho Secretary of State’s office require a registered agent to be designated as part of the original registration process. In other words, if you don’t designate a registered agent in the documents you are filing with the Idaho Secretary of State’s office to begin your business, your entity will not be recognized.

These same statutes require the Idaho Secretary of State’s office to make a formal listing of registered agents (see Idaho Code § 30-21-404). According to the statutes, this list has to be available for at least 14 calendar days, and it can be found on the Secretary of State’s website.

Can You Change Your Registered Agent?

When we are helping our clients create their business entity one of the basic questions they ask when it comes to a registered agent is whether they can change the registered agent anytime they want. The answer is yes.

Every year a business entity is required to file an Annual Report. The Annual Report is a document that allows the Idaho Secretary of State’s office to be informed annually about the basic information concerning the business entity including who the registered agent is. A business owner could change the designation of who the registered agent is on the annual report form when it is filed.

Additionally, a business owner could change the name and address of the registered agent whenever they want, and as often as they want. There are specific forms on the Idaho Secretary of State’s website that facilitate this change in a registered agent at any time.

If you have questions or concerns about your business entity, or whom to name as your registered agent for your business entity, we can help. We have assisted numerous clients in the creation of business entities and in designating registered agents. We are confident that we can answer your questions and help you too!

Enlist an Idaho Business Attorney to Help You

Our team of Idaho business lawyers can help you with any of your business structure or operation needs. Whether you are seeking to create a new business or review a current business, we are available to discuss your options and answer your questions at an initial free 30-minute consultation. Call us toll free at 877.232.6101 or 208.232.6101 for a free consultation. You can also email us directly at lane@racineolson.com or stop by our office at 201 East Center Street, Pocatello, Idaho 83201. We will answer your questions and help you solve your Idaho business problems.

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