What is a Registered Agent and why do I need one?

What is a Registered Agent?

A registered agent, such as Corp1, Inc., acts on the corporation's behalf in the state of incorporation with the primary duties of providing a registered office address, receiving service of legal papers, and being a local contact point for the Secretary of State or other government agencies. For example, if the corporation is sued, notice would be served upon the registered agent, who would then contact the corporation. The registered agent also receives any tax notices, such as franchise tax, and forwards it to the client corporation.

A registered agent and office is required by the corporation laws in nearly every state (in New York, the Secretary of State acts as agent but a contact address still must be supplied for service). Corp1, Inc. can provide registered agent service in all 50 states at the very reasonable cost of $125 annually.

If you are forming a corporation in the state where your business is located, most states allow an officer or director to be the registered agent, and some states allow the corporation itself to be its own agent. However, due to the potentially embarrassing situation of being served legal papers on the business premises, or the potential for these papers to fall into unresponsible hands, most business choose the services of a professional registered agent. A professional agent can also assist you with keeping your corporation in good standing, obtaining copies, obtaining a certificate of good standing/existence, and other questions relating to maintaining your corporation.

It is extremely important for you to keep your registered agent informed of your current address and telephone number so that you can be reached in the event that the agent receives official mail or service on your behalf.

I live outside the United States, can I still incorporate in the US?


Incorporation Services for Non-USA Citizens

If you live overseas and/or are not a citizen of the United States, most states, including Delaware, will still let you form an entity in the US. All you need is a registered agent in that state. Corp1 is a registered agent and can help you with this service.

If you are starting a US business which will initially have one US owner and several non-US owners, and the business will be seeking additional capital:

The initial concern with setting up a C Corporation is that it may result in US tax. However, a US LLC may operate limited activities without being subject to a US tax under a US treaty, depending on the country. If the US company will have an office and employees, it seems clear that the business will be subject to US tax in either scenario.

The C Corporation is the simplest simplest structure, but the US owner and future US investors may prefer to invest in an LLC due to lower effective tax rate for the US residents. If you set up as an LLC, the non-US owners will likely want to set up "blocker" corporations to own the LLC units - this will keep the non-US residents from having a personal US filing obligation in the US. As discussed, this structure will be more complicated that setting up the business as a C Corporation, and so you would need to weigh the tax benefits against the additional compliance fees.

If you decide to set up as a C Corporation, you will require the following filings:

  1. Annual federal income tax return on Form 1120, due annually on April 15.
  2. Annual state-level income tax return, due annually on April 15.
  3. Annual Delaware franchise report, due annually on March 1.
  4. Depending on activity, the corporation may requre monthly sales tax filings.

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How many officers and directors does my corporation have to have?

Only One! This is true if you incorporate in Delaware, but many states have stricter guidelines, forcing you to name other directors and officers to get established (usually there are no more than three officers required by any state). Some even require that you have a certain amount of capital at start-up. Not Delaware - no minimum capital is required. Each state is different and we can help you with the state in question when you call.

Please note that this information pertains ONLY to corporations. If you are interested in other corporate entities such as Limited Liability Companies, please go to that section of our page.

Is there a charge to reserve a corporation name?

It's FREE for Delaware corporations, however Delaware charges $75 for LLC and LP name reservations. We will not charge a service fee to reserve your entity name as long as you form your entity with us within 30 days. If we have to re-reserve the name with the state, or if we have to release the reservation, we will charge you a $20 service fee.

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