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Who Can Be a Registered Agent of a Florida Corporation?

James W. Martin

Florida law requires that every Florida corporation have a registered agent and a registered office. The registered agent’s name and the registered office appear on the annual report that the corporation must file by May 1 of each year with the Florida Division of Corporations in the Florida Department of State. The question is, “Who can be a registered agent of a Florida corporation?”

The answer is found in Florida Statutes Section 607.0501, which says that a registered agent may be either:

  1. An individual who resides in this state whose business office is identical with such registered office;
  2. Another corporation or not-for-profit corporation as defined in chapter 617, authorized to transact business or conduct its affairs in this state, having a business office identical with the registered office; or
  3. A foreign corporation or not-for-profit foreign corporation authorized pursuant to this chapter or chapter 617 to transact business or conduct its affairs in this state, having a business office identical with the registered office.”

So, the registered agent need not be a lawyer, accountant or service company. The registered agent can be a director or officer of the corporation as long as he or she is a Florida resident and has an office at the registered office.

This makes a lot of sense. The primary duty of the registered agent is to receive service of process of lawsuits against the corporation. Naming a corporate officer as registered agent assures that the right person receives the process so that the corporation can timely defend itself in court (usually 20 days, but sometimes 5 days or less for summary proceedings or temporary injunction hearings).

Often the corporate secretary is named as registered agent. In large corporations, the secretary is often a lawyer, whether in-house general counsel employed by the corporation or outside general counsel who is engaged by the corporation.

Interestingly, no minimum age is mentioned in the statute, but the registered agent has duties, so it should probably be an adult who can be held responsible for failing to comply with them.

For additional information, see the free ebooks written by St. Petersburg business lawyer James W. Martin on how to form a Florida LLC, Florida business corporation, and Florida nonprofit corporation.

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