The precondition for businesses to have a registered agent is a long-standing aspect of California business law. The office is designed to ensure that there is a reliable point of contact who can receive important legal and tax documents, notices, and other official correspondence on behalf of the business. The ultimate goal of a California Registered Agent is to increase the efficiency, accountability, and reliability of official communication.
Is a Registered Agent Required in California?
Yes. According to the California Corporation Code Section § 1700-1702, getting a “registered agent” is one of the statutory requirements that businesses operating in the State of California must satisfy. Particularly, this requirement applies to all companies that must register with the Secretary of State (SOS) in their formation stages, regardless of industry, size, or product/service. The California Corporations Code lists these enterprises to include corporations, limited partnerships (LPs), limited liability companies (LLCs), and limited liability partnerships (LLPs).
Registered corporate entities in California must follow the qualification provisions outlined in the Corporations Code to have a registered agent, including filing their agent’s details with the Secretary of State’s Office. These provisions generally vary according to a firm’s legal structure (whether the business is a corporation or limited partnership) and the type of agent (individual or corporate). The California SOS maintains records on all registered agents operating within the state.
What Is a Registered Agent in California?
A registered agent (also called an “agent for service of process” or “statutory agent”) is an entity designated to receive legal and other official papers on behalf of a business. In other words, this party is a firm’s primary point of contact for receiving all important documents, including:
- Lawsuit notices, court summons, subpoenas, and other papers relating to a suit or action filed in court
- Federal and state tax notices
- Wage garnishment notices
- Official government correspondences
- Corporate filing and renewal notices
In California, a registered agent can be a natural person or a registered corporate entity.
What Does a Registered Agent Do in California?
New businesses starting up in California can benefit from appointing a registered agent. A registered agent plays a vital role in ensuring that a business adheres to the laws and regulations that affect its operation and continuity. A registered agent’s functions include:
- Receiving and forwarding official documents to the relevant employee or shareholder promptly.
- Tracking and notifying a company of due filings. For example, business annual report filings (also called Statement of Information) and license/permit renewals.
- Ensuring a firm’s important documents are accepted, processed, and stored properly.
- Maintaining owners’ privacy.
- Serving as a reliable contact person for a business.
LLC Registered Agent in California
Sections 17700.01 through 17713.13 of the California Corporations Code (called the Revised Uniform Limited Liability Company Act) set out the requirements that limited liability companies (LLCs) must adhere to as regards registered agents.
Per the Act, all limited liability companies in California are required to have a registered agent. This party must be designated on the LLC’s formation documents—that is, the Articles of Organization (for domestic LLCs) or Application to Register (for foreign LLCs). LLCs, whether foreign or domestic, cannot act as their own agent for service of process in California.
According to Section 17701.13 (c) of the California Revised Uniform Limited Liability Company Act, an LLC’s registered agent must have the following qualifications:
- Be a resident of California or a corporation that has complied with Section 1505 (also known as a “registered 1505 corporate agent”).
- Be an entity whose capacity to act as a registered agent has not been terminated.
When listing an individual point of contact on Articles of Organization, an LLC must provide the person’s full name and California street address. However, when designating a corporation, the California SOS only requires the registered corporate agent’s name, as the office will already have the corporation’s address on record.
The registered agent of any LLC engaging in business in California is responsible for the firm’s service of process (i.e., receiving and forwarding legal documents to the LLC owners or appropriate staff).
Do I Need a Registered Agent for My LLC in California?
Yes. State law requires all limited liability companies transacting in California to hire or appoint a registered agent. The Secretary of State’s Office rejects business formation filings from limited liability companies that do not list their registered agents. However, LLCs are free to choose an individual (e.g., an employee) or registered corporate agent to be their agents for service of process.
Registered Agent of a Corporation
The registered agent of a corporation executes the same duties as any other registered agent in California: the agent serves as the primary contact person for any lawsuit or official notification concerning a company. The requirement for a registered agent is imposed on domestic and foreign corporations under Cal. Corp. Code §§ 1700 through 1702.
Under the law, corporations conducting business in California must file formation documents with the Secretary of State’s Office. Domestic corporations file Articles of Incorporation, while foreign (out-of-state or out-of-country) corporations file a Statement and Designation by Foreign Corporation. On either document, the filing corporation must nominate their agent for service of process.
A corporation’s registered agent can be an adult resident or another corporation registered as a corporate agent with the California SOS.
Who Can Be a Registered Agent in California?
The California Corporations Code outlines the physical/location requirements to become a registered agent in California under various sections. However, all can be summarized thus:
- The agent must reside in California.
- The agent must be of legal age (at least 18).
- The agent must have an office at an actual street address. This office is usually referred to as a “registered office.” Virtual offices or P.O. boxes are not acceptable.
- The agent must be available to accept hand-delivered legal documents during regular business hours.
Legal Requirements of a Registered Agent in California
In California, a registered agent can be a natural person or a domestic/foreign corporation. The legal requirements for an individual to become a registered agent in California are simply the provision of that person’s full name and address on formation papers submitted to the California Secretary of State’s Office. The person must also be aware of the election and that their information subsequently becomes public record.
Before a corporation can become a registered agent in California, the entity must comply with Section 1505 of the state’s Corporations Code. Further, the SOS requires a business to obtain advanced approval from a registered corporate agent before naming them as an agent for service of process.
No business entity can be its own registered agent in California, unless one of the owners or managers uses their own name and own (non-business) address for it.
How To Choose a Registered Agent in California
Business owners in California have at their fingertips a wide selection of registered agent services that they can choose for their firms. Because a registered agent’s role can make or break a business, owners must ensure their preferred agent is reliable, organized, and able to serve their business needs.
Some factors that a business owner should take into consideration include:
- If the state authorizes the entity to act as a registered agent
- The agent’s level of experience, i.e., how knowledgeable they are about laws and regulations that affect business compliance in a particular state (e.g., business filing deadlines)
- The agent’s availability and track record in providing services to other similar businesses. The registered agent should be responsive and easily reachable during regular business hours.
- The agent’s efficiency in forwarding important documents or notices to the company (i.e, whether the agent offers a same-day service or not)
- If the agent provides an online document management service where companies can store their important corporate documents or other bonus services that the business requires (for example, legal support, trademark, and phone services)
- The service fee (how a registered agent’s fee and service offerings compare to other service providers)
Firms looking for an agent for service of process can elect a private citizen (e.g., an employee or family member) over a registered agent service (“registered corporate agent”) in California. However, there are several reasons why hiring a registered agent service is often the more convenient option.
A registered agent service has specialized knowledge on the compliance requirements in various states, thus reducing the stress of learning which filing requirements or deadlines apply to a business structure in a particular jurisdiction. Registered agents also ensure that a firm’s important documents are handled and stored securely (often on secure servers). Moreover, these agencies provide dedicated support to firms, offer a measure of accountability given that they are bound by contractual terms, and offer privacy to business owners.
A registered agent ensures a business owner’s privacy by providing a name and address that can be listed in the public records instead of the owner’s name and address. Further, a business owner can use a registered agent service to ensure discretion during lawsuits, as those legal documents can be delivered to the agent’s address rather than the firm’s.
Registered agents in California have varied pricing packages, approval processes, and refund/cancellation procedures. Thus, the best way to know how a particular service works is to contact the firm or check the agency’s website. In many cases, approval can be sought by calling or emailing the agent during normal working hours. Several agents also allow businesses to opt for their services via an online portal.
Information that may be required during the approval process includes:
- An email address and password
- The U.S. state where the business wants the service (e.g., California). Registered corporate agents often have wide geographic coverage.
- The client firm’s name, state of formation, entity type, and address
- The contact person (first and last name, email address, phone number) to send important documents
- Optional services the firm requires
- Billing information
After application and payment, the agent’s information (name and address) will be provided to the applicant. Subsequently, the company’s owner or legal representative can put this information on their formation documents. As mentioned earlier, the California Secretary of State does not require a registered corporate agent’s address on the formation paperwork, only the agent’s name.
How Much Does a Registered Agent Service Cost in California?
The average cost of a registered agent service in California is around $100 to $300 yearly. The price varies based on the provider and whether the business will purchase any supplemental service from the provider.
Business owners who use employees, family members, attorneys, accountants, directors, or themselves as registered agents for their companies pay little or nothing. That said, it may be more prudent to hire a registered agent service to stay informed and guarantee proper handling of legal notices and critical mail.
Can I Be My Own Registered Agent in California?
Yes. A business owner or founder can act as their own registered agent in California. The main advantage to being one’s agent for service of process is that the person can circumvent related costs.
However, a registered agent’s full name and address are available to anyone under the California Public Records Act. Further, the agent must always be on call during regular business hours to accept legal documents and correspondence for a company. Many business owners prefer to designate a trusted adult residing in California to handle the responsibility to prevent the release of personal information (like a home address) and ensure all legal documents are received, filed, and maintained as necessary. Some firms also outsource the task to a local registered agent service.
How To Change a Registered Agent in California
Businesses that want to change their registered agents in California must file certain papers with the Secretary of State’s Office and pay the required fee. This action updates the SOS records with the new agent’s information. The exact document to file, relevant fee, and process for submission vary by business structure or entity type.
Domestic and Out-of-State Limited Liability Companies:
LLCs must file a Statement of Information on the SOS bizfile online platform. The fee is $20 if the change coincides with the initial filing (due 90 days from an LLC’s registration date) or the required periodic filing every two years. Otherwise, it is free.
Domestic Stock Corporation and Out-of-State Corporations:
These companies must file a Statement of Information via the SOS bizfile online platform. The fee is $25 if filed within normal filing periods (90 days from a corporation’s initial registration and every year subsequently) or $0 if filed outside regular filing periods.
Domestic Limited Partnership:
LPs must file an Amended Certificate of Limited Partnership online. The fee is $30.
Foreign Limited Partnership:
Foreign (out-of-state or country) partnerships must complete an Amendment to Application for Registration (or Form LP-6) and submit it to the addresses below, as online filing is not provided.
- In-Person/Drop-Off (includes a $15 handling fee)
Secretary of State
Business Programs Division
1500 11th Street
Sacramento, CA 95814
Secretary of State
Business Programs Division
P.O. Box 944260
Sacramento, CA 94244-2600
Filing costs $30, payable by check or money order.
Limited Liability Partnership:
LLPs must file an Amendment to Registration (or Form LLP-2) with the California SOS in person or by mail to the addresses above. The amendment fee is $30 plus a nonrefundable $15 handling charge for drop-offs.
Other business entity types—unincorporated associations, general partnerships, nonprofits, credit unions, general cooperatives, and foreign partnerships—-can find the applicable documents and fees for changing their registered agents on the Secretary of State’s FAQ page.
What Happens If You Don’t Have a Registered Agent in California?
Not all businesses are mandated to have a registered agent in California. General partnerships and sole proprietorships, for example, are legally exempt from the requirement to register with the California Secretary of State—and thus the requirement to have a registered agent.
However, LPs, LLPs, LLCs, and corporations can only be established in California with a registered agent. These businesses must provide their registered agents to the SOS at the formation stages. Otherwise, they cannot be formed. Such entities must also continuously maintain a registered agent on file at the California SOS office. Besides the administrative inconvenience related to not having a registered agent, failing to maintain a registered agent can cause a business to lose its good standing with the Secretary of State. This can result in fines and penalties, including the state shutting down the business.
Other legal repercussions that a non-compliant firm may suffer include:
- Personal liability of the business owner(s)
- Inability to obtain financing
- Inability to do business with other entities
- Entry of default judgments (because the business cannot respond to lawsuits timely)
- Suspension or forfeiture of the business entity’s powers, privileges, and rights (including the loss of naming rights)
How To Become a Registered Agent in California
Besides natural persons, only corporations can become registered agents in California. To act as a registered agent for a business, a domestic or foreign corporation must currently be authorized to conduct business in California and be in good standing on the records of the California SOS (otherwise known as being compliant with Section 1505 of the Corporations Code).
Eligible business entities can file Form 1505 with the California Secretary of State’s Office to become registered corporate agents for other businesses. In the form, a designated officer must provide the following data:
- The entity’s complete California street address.
- The name of each employee authorized to receive service of process at the listed address.
- The corporation’s consent that delivery to the authorized employee constitutes delivery to the corporation as the agent for service of process.
It costs $30 to file Form 1505 with the California SOS. Applicants can request certified copies for $5 per document. Plain copies are available for free at bizfileOnline.sos.ca.gov (the SOS online business portal).
California Registered Agent Search
The California Secretary of State maintains files on all registered agents of businesses operating within California. Thus, the agency is the primary source for conducting a California registered agent search.
The most convenient way to search for registered agents through the California SOS is to access the agency’s Business Entity Search portal. There, the inquirer can search by an entity’s name or file number. This may be a firm’s name and number or the registered agent’s name and number. Advanced Search options are also available. Researchers can obtain the names and addresses of registered agencies, as well as other business records, from the database.
Alternatively, members of the public can submit the Business Entities Records – Order Form to the SOS to conduct a California registered agent search. However, unlike the online search that provides immediate results, mail and in-person orders are subject to processing times. Furthermore, while the online search is free, mail or in-person requesters must pay a $5 fee per copy (the SOS does not permit public inspections via mail or in person).
Below are the addresses for submitting paper requests:
Mail order form and payment to:
Secretary of State
BE Certification and Records
P.O. Box 944260
Sacramento, CA 94244-2600
Drop off the form and payment at:
Secretary of State
1500 11th Street, 3rd Floor
Sacramento, CA 95814
Phone: (916) 653-6814
Is Registered Agent Information Public Record in California?
Yes, registered agent information is part of the public record in California. When a business entity appoints a registered agent, they must provide the name and physical address (not a P.O. Box) of its registered agent when it files its formation documents, such as articles of incorporation or organization, with the California Secretary of State. These documents are public records.
In California, Inquirers may access Registered Agent public information through the California Secretary of State’s Business Search website. The tool allows users to search for a business entity by name and view its public records, including the name and address of its registered agent. It is worth noting that while registered agent information is publicly available, other types of information about a business, such as the names and addresses of its owners, may not be included in these public records.