Is a Registered Agent a Member of an LLC?
“Is a registered agent a member of an LLC?” is a question that we often receive and the answer is, only if the registered agent is also an owner (member) of the LLC.
Every single LLC registered in the United States needs to have a registered agent to accept any legal documents on behalf of the business.
However, being a registered agent for an LLC does not automatically make you a member of the LLC.
Members own an LLC.
If you are the LLC owner and also the registered agent for the LLC, then yes, in this scenario a registered agent is also a member of an LLC.
However, if you are not the owner of the LLC and are just acting as a registered agent, then that does not also make you a member or owner of the LLC.
When an LLC is formed, a document called the Operating Agreement is created which identifies who the members of the LLC are.
An LLC is required to have at least one member.
If there are multiple members, then the Operating Agreement will also outline the rights and responsibility of each member.
In order to be a member of an LLC, you have to be registered under the business and be listed in the Operating Agreement.
On the other hand, anyone can serve as a registered agent for an LLC.
Officers, employees, managers, and members (owners) can serve as the registered agent for an LLC as long as they live or work in the same state in which the LLC is formed.
The following criteria must be met in order for someone to be eligible to become a registered agent for an LLC:
- 18 years of age or older
- Have a physical address in the state where the business is formed
- Be available, in person, during normal business hours (generally 8:00am – 5:00pm)
Being available during normal business hours helps the business maintain effective corporate compliance by receiving any notices of annual filing deadlines or any legal notices that get sent to the LLC.
Examples of the types of documents a registered agent receives on your behalf include but are not limited to:
- Tax forms
- Legal documents
- Official government correspondence like annual reports
- Notice of lawsuits or summons
In summary, a registered agent can only be a member if they are also an owner of the LLC.
If they are not an owner, then they are simply serving as the appointed registered agent for the LLC, which does not make them a member.