When you start to complete the paperwork to create a nonprofit organization, you might stumble across the term “registered agent.” So what is a registered agent? And who can act as a registered agent for a nonprofit? Today, we’ll cover the basics of registered agents.
What is a Nonprofit Registered Agent? Does my Nonprofit Need a Registered Agent?
A Registered Agent serves as the designated receiver for any legal documents for the organization. Put simply, if your nonprofit is going to receive any sort of legal or official documentation, they will send it to the registered agent. All nonprofits are required to designate a Registered Agent in the startup process, typically in an organizing document like the Articles of Incorporation. Note that all nonprofits are required to have a registered agent.
The Registered Agent is usually an individual involved with the organization like a founder or board member. But some companies provide registered agent services which allow your organization to use them as your registered agent. Why would this be done? There are two primary reasons:
- Location Concerns: If you want to incorporate the nonprofit in a different state and none of your board members live in that state, you could use a registered agent service there. Though this situation is less common, it can occur. Or if you tend to move addresses frequently, it can be nice to have a set address where documents will be sent so the registered agent isn’t constantly being updated.
- There are safety concerns with having your address be publicly tied to the nonprofit. This is common in organizations who handle potentially dangerous situations like domestic violence shelters started by survivors of domestic violence. In order to avoid a violent partner locating the person’s home address, they could use a registered agent service.
The important thing to remember is that the Registered Agent must have a physical address in the state you want to incorporate in, as it is important that mail has a place to be served and received for the organization. PO Boxes are not allowed for Registered Agent addresses.
Can the Registered Agent be the Same Person as the Incorporator? Or the Founder? Or a Board Member?
Yes, yes and yes! Often in new organizations, the founder or another board member acts as both the incorporator and the registered agent. But they don’t have to be the same person. The roles of registered agent, board member and incorporator each come with their own responsibilities. While the registered agent needs to be able to receive and send mail on behalf of the nonprofit, the incorporator is the person who signs off on the initial incorporation documents with your state. Board members have their own set of legal duties to the organization which we’ve written about in more detail.
One key difference to note is that the Registered Agent is required to have a physical address (not a PO Box) in the state the nonprofit is incorporated in, while the incorporator and board members do not share this requirement.
Can I Change the Registered Agent?
Yes, you can change the registered agent of your nonprofit. You might need to change or update your registered agent information if your current registered agent:
- Is moving to another address
- Has passed away
- Would like to stop involvement with the organization or retire
- Has been removed from the board
Nonprofits are actually required to keep this information up to date, so if your registered agent changes addresses or you need to make someone else your registered agent, be sure to complete the proper form.
Each state handles the process of changing your nonprofit registered agent a little differently, but generally, you’ll complete a short form that outlines the new details for your registered agent including name and address. Most states charge a small filing fee to file this document (typically less than $50). It’s often filed with your secretary of state or a business or commerce department of your state.
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