A Florida registered agent receives legal papers for an LLC or corporation and forwards them to the company. Under sections 605.0113 and 607.0501, the agent must be a Florida resident or a qualifying business entity whose business address matches the company’s Florida registered office, and the agent must sign a written acceptance.
The registered agent is one of the few roles Florida requires every LLC and corporation to fill from the day it is formed. It sounds administrative, and most of the time it is. But the registered agent is the company's official point of contact for lawsuits and state notices, and when the role is handled badly, a business can miss a lawsuit, lose its good standing or be dissolved. This guide explains what Florida law requires, based on the statutes themselves rather than on what registered agent services say.
What does a registered agent do in Florida?
A registered agent receives legal process, notices and demands on behalf of the company and passes them along. For LLCs, section 605.0113(3) of the Florida Statutes requires the agent to forward to the company, at the address most recently supplied by the company, any process, notice or demand that is served on or received by the agent. If the agent resigns, the agent must also notify the company. In practice, the most important document an agent receives is a summons in a lawsuit, which starts a short deadline to respond.
Who can be a registered agent in Florida?
The rules are nearly identical for LLCs (section 605.0113(1)(b)) and corporations (section 607.0501(1)(b)). The agent must be one of the following:
| Type of agent | Requirements |
|---|---|
| An individual | Resides in Florida, and has a business address identical to the company's registered office address |
| A Florida business entity | Is an authorized entity, meaning a for profit corporation, LLC, limited liability partnership or limited partnership, with a business address identical to the registered office |
| An out of state business entity | Is authorized to transact business in Florida, is an authorized entity and has a business address identical to the registered office |
The company must also continuously maintain a registered office in Florida, which may be the same as its place of business (section 605.0113(1)(a)). Each initial and successor agent must file a written acceptance stating that the agent is familiar with and accepts the obligations of the position (section 605.0113(2)).
Does a Florida registered agent have to be available during business hours?
Many registered agent services say so, but the statute does not use that phrase. What the law requires is a registered office at a Florida street address that matches the agent's business address, and an agent who forwards what is served. As a practical matter, papers are often delivered in person during the day, so an agent who is rarely at the registered office creates real risk of a missed lawsuit or notice. Reliability matters more than any specific schedule.
Can I be my own registered agent?
Yes, if you meet the requirements: you must live in Florida, and your business address must be the registered office address. Many owners of small businesses serve as their own agent. Before you do, weigh these points:
- Privacy. The registered agent's name and the registered office address appear in the company's public records with the Department of State. If you work from home, your home address becomes public.
- Presence. Someone needs to be at that address to receive papers. If you travel often or work at job sites, papers can be missed.
- Discretion. A process server may arrive at your office in front of customers or employees.
- Moving. If you move, you must update the registered office promptly, as explained below.
Some owners instead appoint a trusted person or a business that provides registered agent services. Any of these choices can work, as long as the agent meets the statute and reliably forwards what arrives.
How do I change my registered agent in Florida?
An LLC changes its registered agent or registered office by delivering a statement of change to the Department of State (section 605.0114(1)). The statement includes the company's name, the current agent's name, the new agent's name if the agent is changing, the current registered office address and the new Florida street address if the office is moving. If the agent is changing, the new agent's written acceptance must be included or attached (section 605.0114(2)).
The same changes can also be made through the company's annual report, a reinstatement application or an amendment to the articles (section 605.0114(4)). If the annual report lists a different agent name or address than the Department's records, that information is treated as a statement of change (section 605.0212(5)). Our article on the Florida LLC annual report explains that filing.
What happens if my company does not keep a registered agent?
The consequences are significant:
- No access to court. Under section 605.0113(5), an LLC that does not comply may not prosecute or maintain a lawsuit in a Florida court until it does, and a court may also order a penalty.
- Administrative dissolution. The Department of State may administratively dissolve an LLC that fails to appoint and maintain a registered agent, or that fails to file a statement of change within 30 days after the agent's name or address changes (section 605.0714(1)(c) and (d)). For these grounds, the Department first sends notice and gives the company 60 days to correct the problem.
- Missed lawsuits. If papers cannot be delivered or are not forwarded, a company may not learn about a lawsuit until a judgment has been entered. Our business litigation team often sees disputes that began this way.
When do I choose a registered agent?
Before you form the company. The articles of organization for an LLC must name the initial registered agent and include the agent's written acceptance (section 605.0201), and a corporation's articles of incorporation must do the same (section 607.0202). Our step by step guide to starting a Florida LLC covers this as step 2, and our business formation service includes setting up the registered agent arrangement.
The registered agent is one of many small compliance details we help with as part of our business and corporate law practice. You can meet with us in Fort Lauderdale, at our Indian Harbour Beach office or in Orlando.
David Cannady is the founding partner of Cannady & Associates. A former Florida prosecutor, he was admitted to The Florida Bar in 2014 and earned his J.D. at Florida State University College of Law.
This article is general information about Florida law, not legal advice for your situation. Laws change; talk to a lawyer about your facts.
