Registered Agents

**FrioGott** · 04-14-2009 12:29 PM

Hello Everyone,

I understand fully that I need a registered agent where I am physically located. I am unsure as to if that is the only place I need one. I plan on starting a manufacturing company in Oklahoma, and plan to sell the products over the Internet. Is it necessary to have registered agents in the other forty-nine states if I merely plan to sell products there? Is it also necessary to register with the other states, Secretary of States as a foreign LLC?

Thanks,
J. Frioux

**HDFilmMaker2112** · 04-15-2009 05:22 AM

You would only need a registered agent if you set-up your business in a state which you do not have a physical address in. You being in the state you are incorporated in, can act as your own registered agent.

I.E; If you were to incorporate a company in Nevada but make the headquarters in Oklahoma, you would need a registered agent in Nevada to give you a physical address in Nevada.

The only time you'd need to register (as foreign corp.) in another state is if you have a physical location in that state. Internet-based and telephone-based sales are not considered a phyiscal business in the state of the buyer. This is why you see commercials that single out certain states to add sales tax. That's because they have registered in that state as a domestic or foreign company and are required to collect sales tax, but individuals can purchase from the company even though the company is not registered in the buyers state.

Companies normally only register as foreign corps. if they need to place a warehouse or regional shipping location in that state.

This is how I understand it, if I'm incorrect in any aspect, somebody should be able to point that out.

**GuyBBY** · 04-15-2009 08:55 AM

Hi J,

HD had some great points. If you wish to register your LLC in OK, then you can be the registered agent as you are physically located (principal office) is in the state in which you are registered.

In regards to "foreign LLCs", HD would be correct about 99% of the time. California has some pretty strict rules regarding what constitutes the need for an out-of-state LLC to register as a foreign LLC there. Also, some statues must be read very very carefully, as while what HD said is true about, "The only time you'd need to register (as foreign corp.) in another state is if you have a physical location in that state.", you need to review their definition of physical. Some states can say that having an overbearing marketing presence in one state despite not having the physical location could be justification to register. There are many stipulations and I suggest looking at some laws and statues out there first that, while they will not make you a lawyer, will get you familiar with the logic and wording that forms such requirements and laws.

Examples: MA (M.G.L - Chapter 156D, Section 15.01), VT (The Vermont Statutes Online)

Those links allow you to grasp the general idea and then chatting with a lawyer or a seasoned business person who has experience in establishing multi-state businesses will steer you in the right direction.

Guy

**FrioGott** · 04-15-2009 12:02 PM

Well, thanks guys, that helps a lot. Most of the companies I looked at that act as registered agents charge about $6,000/yr. to have a registered agent in each state. This makes me fell better knowing I will only need a registered agent in my physical location. That will drop the cost down to about $100/yr. I am operating on a shoestring so anywhere I can save money is great. Would you guys happen to know if there is some sort of annual 'business' fee or anything other than taxes that has to be paid to the state or federal government?

J. Frioux

**GuyBBY** · 04-15-2009 12:54 PM

Originally Posted by FrioGott

Well, thanks guys, that helps a lot. Most of the companies I looked at that act as registered agents charge about $6,000/yr. to have a registered agent in each state. This makes me fell better knowing I will only need a registered agent in my physical location. That will drop the cost down to about $100/yr. I am operating on a shoestring so anywhere I can save money is great. Would you guys happen to know if there is some sort of annual 'business' fee or anything other than taxes that has to be paid to the state or federal government?

J. Frioux

No problem J,

I have never heard of a fee being that high for a registered agent at all. If you are paying $100 as a filing fee to now makey yourself the agent that is fine, but if you are still thinking you need to look for someone else in your state, again, you should be able to be your own.

Your fee/tax question is based upon the state you are filing in. I suggest getting this book:

Forming an LLC: In Any State - Google Book Search

It is all valuable information written for the regular reader...aka not legal/finance jargon turning you off and running to a dictionary every two minutes. It has a CD with great forms and legal docs, and, a whole section state by state of fees, filings, and contact numbers/departments.

Hope this helps, PM me of you need more help.

Guy

**FrioGott** · 04-15-2009 09:38 PM

If $100/yr. sounds high then maybe I should just be my own. The only reason I want to have someone else do it is, at least in the beginning, is because I don't know if I will be available to accept forms and summons and what not, during normal business hours due to school. That book looks like it would be useful. Looks like have the whole thing on that link though. May be worth it to buy it just for that CD. You know if it is sold in stores or do I have to buy it off the internet?

**Warranties-For-Less** · 04-15-2009 09:59 PM

Originally Posted by FrioGott

Hello Everyone,

I understand fully that I need a registered agent where I am physically located. I am unsure as to if that is the only place I need one. I plan on starting a manufacturing company in Oklahoma, and plan to sell the products over the Internet. Is it necessary to have registered agents in the other forty-nine states if I merely plan to sell products there? Is it also necessary to register with the other states, Secretary of States as a foreign LLC?

Thanks,
J. Frioux

I have gone through this, and my advice is to not bother, just incorporate in your home state, that is all that is required, and you can use your home address to start. You do not need an agent in any other state you sell to through the internet, so save your money and put it to better use promoting your new business venture.

Success to all,

**GuyBBY** · 04-16-2009 08:13 AM

Originally Posted by FrioGott

If $100/yr. sounds high then maybe I should just be my own. The only reason I want to have someone else do it is, at least in the beginning, is because I don't know if I will be available to accept forms and summons and what not, during normal business hours due to school. That book looks like it would be useful. Looks like have the whole thing on that link though. May be worth it to buy it just for that CD. You know if it is sold in stores or do I have to buy it off the internet?

Be your own, you will very rarely get "summonses" and at best maybe 1-5 valuable pieces of mail come to that address a year, mostly from the Secretary of State or Tax department with reminders, forms, etc. So I wouldn't worry about being available.

The whole book is not available from that link, but on the right hand side you will see suggested sites that sell it used. It is well worth it.

Hope it helps.

Guy

**FrioGott** · 04-16-2009 11:33 AM

Warranties-For-Less: I was originally going to incorporate but I wanted to be able to use the pass-through taxation. I think the S Corp. status has a pass-through option but I don't like some of the other stipulations that come a long with it.

GuyBBY: I guess if thats all I am going to get I would be able to do it. What would happen exactly though, if I were to not be available? I read somewhere they send it to the Secretary of States office, but not sure how reputable that info was.

**GuyBBY** · 04-16-2009 12:00 PM

Originally Posted by FrioGott

Warranties-For-Less: I was originally going to incorporate but I wanted to be able to use the pass-through taxation. I think the S Corp. status has a pass-through option but I don't like some of the other stipulations that come a long with it.

GuyBBY: I guess if thats all I am going to get I would be able to do it. What would happen exactly though, if I were to not be available? I read somewhere they send it to the Secretary of States office, but not sure how reputable that info was.

You do not want to do S-Corp unless you truly look into the tax structure/implications of that category, as well as other requirements that go with it. Again, that book will answer all that, or this:

S Corporation vs. LLC: Which Structure is Right for Your Business

Please focus on the explanation of how you would need to keep records, filings, have a board, and also the flexibility in profit-sharing. The LLC is much better when you are looking to start a business that may need constant restructuring, capital, sweat equity, etc.

Also, yes, the Secretary of State would become the default but it cannot be used as the primary. You must designate one and file.

"Some state business entity laws name the Secretary of State's office or business entity filing office as the registered agent of last resort, in the event the named registered agent can't be found. By law, service may be made on the office if the entities registered agent can not be found. However, the plaintiff must demonstrate that it made a good faith effort to service the registered agent before it may serve the Secretary of State."

Guy

**FrioGott** · 04-16-2009 11:45 PM

Yea, I have read a lot about the pros. and cons. of a S-Corp. It did not seem very good for my purposes. If I do ever incorporate it will be as a C-Corp. Thanks for all your help Guy, I really appreciate it!

**GuyBBY** · 04-17-2009 11:10 AM

J,

Not a problem boss. Keep asking questions whenever you can to those who you look to for advice or guidance. If you'd like to stay in touch feel free to PM me and we can connect via email or chat.

Guy