A Resident Agent (RA) acts as a mandatory point of contact for any business entity registered in Maryland, serving as the official recipient for legal documents and state correspondence. This role is a state requirement for corporations, Limited Liability Companies (LLCs), and other entities to ensure accountability and guarantee that a business can always be served with legal process. Maintaining a valid RA is a procedural necessity for a business to remain in good standing with the Maryland State Department of Assessments and Taxation (SDAT). Understanding these eligibility criteria is a fundamental part of maintaining compliance under Maryland law.
Basic Requirements for Individual Resident Agents
An individual who serves as a Resident Agent must satisfy requirements established by the state. The person must be an adult, meaning they are at least 18 years old, to assume the responsibility of accepting service of process. This individual must maintain a physical street address within Maryland, which is designated as the business’s registered office.
The state prohibits the use of a Post Office Box for the registered office address because the RA must be physically present to receive legal documents. This physical address is where a process server can reliably deliver a summons or subpoena during normal business hours. The RA does not need to be an owner or employee of the business they represent, but they must provide signed consent to accept the designation.
Eligibility for Business Entity Resident Agents
A business entity, such as a corporation or a professional Resident Agent service, can also be designated to serve as the RA for another company. If the entity is domestic, meaning it was formed under Maryland law, it automatically meets the state’s residency requirement. This includes Maryland corporations and limited liability companies.
If a business entity formed outside of Maryland wishes to serve as an RA, it must be properly authorized to transact business within the state. This means the foreign entity must be registered and in good standing with the Maryland State Department of Assessments and Taxation (SDAT). The RA must maintain a physical presence and be available during standard operating hours.
Specific Limitations on Who Can Serve
There are specific limitations on who may serve as a Resident Agent. The most significant prohibition is that a company generally cannot name itself as its own Resident Agent. For example, an LLC cannot designate its own company name as the RA on its formation documents.
The designated agent must have consented to the appointment before being listed in the public record. This ensures the individual or entity is aware of the legal obligations they are assuming. Designating an agent without consent, or using an address where the agent is not physically available during the day, can invalidate the appointment and lead to compliance issues.
Core Responsibilities of the Resident Agent
The Resident Agent provides a reliable, public point of contact for the business. This representative is responsible for receiving service of process, which includes formal documents like a summons or a complaint in a lawsuit. By accepting these documents, the RA ensures the business is properly notified of any legal actions against it.
The RA also receives official legal and tax notices, such as annual report reminders and tax delinquency warnings, directly from the state. Promptly forwarding all received documents to the business owner is a fundamental part of the role. Failure to do so can result in the business missing a court deadline, which could lead to a default judgment against the company, or missing a state filing, resulting in penalties or loss of good standing.
Procedures for Changing or Replacing a Resident Agent
A business can change its Resident Agent by filing the required documentation with the Maryland State Department of Assessments and Taxation (SDAT). The most common method is to use the Change of Resident Agent form, which is a more streamlined option than filing Articles of Amendment. The new agent must provide their consent to the appointment, and the filing requires the business to provide its Department ID and the agent’s information.
If a Resident Agent chooses to resign, they must file a signed statement of resignation with SDAT, which then notifies the business entity. The resignation becomes effective ten days after filing if the company has only one RA and has not appointed a successor. Failure to maintain a valid Resident Agent can result in the forfeiture or administrative dissolution of the business entity by the state.