Key Roles in a Corporation: Registered Agents and Incorporators
Most states require corporations to name a registered agent who resides in the same state that the corporation is formed in.
A registered agent is responsible for receiving legal and other official state communications on behalf of the corporation. Generally, a business owner can name him or herself as a registered agent; however, there are disadvantages to this route. Contact information for a registered agent must be public information, which results in enormous amounts of spam and junk mail. Moreover, it may not be good news that is being delivered — say if the corporation is facing legal action.
In order to maintain privacy and to avoid having potentially unsettling news delivered to the workplace directly for clients and employees to see, startups generally contract with a third-party registered agent.
Although third-party registered agents provide an in-state mailing address for a corporation, it is important to also establish a second business address for general correspondence, as registered agents typically only accept mail from the state. Generally, all other mail received is returned to the sender.
Registered agents typically also serve as filing agents. That is they file documents with the state on behalf of the corporation.
An incorporator is the single person who initiates a corporation by signing the certificate of incorporation that is filed with the Secretary of State. In a startup setting, the incorporator is generally the founder who is most willing to do the paperwork.
Generally speaking, the incorporator is responsible for electing the initial board of directors, and is able to elect him or herself to the initial board. He or she also establishes the corporation’s bylaws and the number of seats on its board of directors.
Because the role ends here, and the corporation doesn’t yet have any assets at this point, it is not tremendously important who completes these tasks. If, for any reason, other founders are dissatisfied, they are free to form a separate corporation before assets are assigned. In fact, some law firms have been known to use a paralegal as the incorporator.