Texas requires every LLC in the state to have a Texas Registered Agent. You won’t be allowed to form your Texas LLC unless a registered agent for the LLC has been appointed.
What Is A Registered Agent?
The key role of the Texas LLC Registered Agent is to receive service of process on behalf of your LLC. Service of process includes legal documents like lawsuits, complaints, summons, etc. directed towards the LLC. This agent will also receive the legal documents if the LLC gets sued.
For the state, the Texas Secretary of State considers the Registered Agent as a point of contact for the LLC. Therefore, the state will send official notices and mail to the address of the Registered Agent.
General mail and correspondence for a Texas LLC may also be directed towards the registered agent. However, the primary requirement of this role remains receiving the service of process.
Can I Be My Own Registered Agent In Texas?
Yes, you can be your LLC’s registered agent in Texas. However, this assumes that you fulfill the requirements necessary for taking on the role of the registered agent.
Being a registered agent is an important responsibility. Thus, many people wonder if they should take on the key role themselves. There are some qualifications required for someone to be a registered agent. It isn’t much, but still, the state would see these requirements fulfilled.
Who Can Be A Texas Registered Agent?
The role of a registered agent in Texas can be handled by an individual or a business entity. However, they must fulfill the following conditions:
- An individual must be a legal resident of a state.
- If the Registered Agent is a business entity (foreign or domestic), they must be allowed to do business in the state and have an office in Texas.
- Any Registered Agent must have a physical street address in Texas. Using PO Box addresses or similar services isn’t accepted.
While not an essential requirement, it is desirable that the Registered Agent be available during normal office hours (9 am to 5 pm). It’s worth noting that an LLC can’t function as its own registered agent.
Given the above requirements, there is a wide berth to choose who can be your LLC’s registered agent. There are several options:
- You can be your LLC’s registered agent.
- The role can be taken over by friends/family members.
- A qualifying business entity can take on the role (for example, if you own another company).
- You can hire a commercial registered agent.
Service Of Process And Registered Agent
Given these conditions are fulfilled, it is possible that the Registered Agent will be available if/when the service of process arrives. Process servers being able to find the agent without a problem makes things easier.
Process servers being able to reach the Registered Agent is a way for the system to manage and track the delivery of legal mail and court documents. There can be serious consequences to process servers not being able to reach the Registered Agent.
If the registered agent fails to fulfill their role, a court case against your business might proceed without you having any knowledge of it!
Maintaining the Registered Agent and keeping the state updated about their address is the responsibility of the LLC.
For example, if the registered agent moves to a different location (as does the registered office address), the Secretary of State must be informed. If your LLC changes the registered agent, or if the agent has a new address, you should file Form 401 with the office of the SOS.
If the state can’t reach the Registered Agent, or if it’s determined that the LLC isn’t maintaining an agent in the state, the Secretary of State may take action against the company. This can go as far as administratively dissolving the LLC.
Consent To Serve As A Registered Agent
When someone is appointed as a registered agent in Texas, they must provide a written consent indicating their acceptance of the role. This is done through Form 401-A (Acceptance of Appointment and Consent to Serve as Registered Agent).
The form is set up in a way that individuals or organizations accepting the role can easily identify themselves and demonstrate their consent. Texas considers appointing someone as a registered agent without their consent as a Class A misdemeanor.
Are There Any Risks Of Being A Registered Agent To My LLC?
As long as the specified conditions are met, there is nothing wrong with you (or your friends or family) taking on the role of the registered agent. However, it is important to remember that the agent must be able to receive the service of process when/if it arrives.
Remember, the LLC is required to “continuously maintain” a registered agent in the state. So, in case you (as the registered agent) are unavailable when the service of process arrives, it can cause problems.
There can be several reasons for this. Perhaps you were away for a while when the service of process arrived. Or maybe you (or friends/family) were away on vacation.
Point is, it can be difficult for most people to continuously maintain normal business hours. So, even if there is very low risk, there is at least some risk involved.
Registered Agents And Public Record
Registered Agent information is public record in Texas. The information of the agent is part of the Certificate of Formation, and the state makes the certificate available as public record. Websites and other services may also collect this information.
Many people may not enjoy having their address and information being so freely available. So there is a privacy implication to consider. A good way to deal with this is by hiring a commercial registered agent.
These agents are well aware of the roles and responsibilities and will happily take on the role (for a fee).
Are Registered Agents Liable For The LLC?
A registered agent is only a point of contact and is not liable for any debts or obligations incurred by the LLC. However, the agent may have some liability in case they fail to fulfill their role.
Should I Hire A Commercial Registered Agent Service?
Commercial registered agent services are very popular and are availed by a large set of people setting up their LLCs. A registered agent service is usually a business entity that takes on the role of handling the role of a registered agent for your LLC.
They will charge a fee for this service. This fee varies depending on the service and your own requirements. For example, many commercial registered agent services also offer assistance in setting up an LLC. They might charge extra for this service.
The biggest advantage of hiring a commercial registered agent service is the implied professionalism. However, there might be other aspects like privacy, convenience, and ease of business as well.
The cost of hiring a Texas Registered Agent is usually $100-$300 annually, though this can vary considering that there are several agents and companies offering this service.
Amongst the several businesses offering their services, some have coverage over the entire country, while others are local and offer services only for Texas. In case you are a beginner, it is best to search for registered agents in Texas and see what reviews they have.
Whether you choose local or national companies is entirely up to you. Using entities that serve nationally can be useful if you intend to expand your Texas LLC to eventually offer services in other states as well.
How To Change Registered Agent In Texas?
You can change your LLC’s registered agent in Texas as often and as many times as you prefer (not that you should do this on a whim!). In a way, this is similar to updating the Registered Agent’s information with the secretary of state.
There are two ways to go about this:
- File Form 401 with the Texas Secretary of State.
- Change or update registered agent information online using SOSDirect.
It costs $15 to file the necessary forms/updates to change the Texas Registered Agent.