Commercial vs. noncommercial registered agents

What do "commercial" and "noncommercial" mean for a registered agent?

A commercial registered agent is one that has put itself on the state's list of commercial agents. A noncommercial agent is anyone else who accepts legal papers for a company, whether a person, an employee or another business.

Mississippi's definitions show how the line is drawn. A noncommercial registered agent "means a person that is not listed as a commercial registered agent under Section 79-35-6", and in the same section a commercial registered agent is an individual or entity listed under Section 79-35-6 (Miss. Code Ann. § 79-35-2). So the test is the listing. The number of clients, the price charged and whether the agent is a company do not appear in that definition.²

Arkansas defines a noncommercial agent as "an individual or a domestic or foreign entity that serves in this state as the agent for service of process of an entity" (Ark. Code Ann. § 4-20-102). Read with the commercial definition, that covers the founder who names herself, the uncle with an office in town, and the bookkeeper who agrees to accept papers for a client.³

Both terms come from the Model Registered Agents Act, a uniform law that a group of states adopted for their agent rules. Where a state uses it, the Act holds the rules on what a filing must say about the agent, what address it needs and how an agent resigns. The definitions quoted here don't give the two groups different jobs, and our guide on what a registered agent does covers the role itself. The glossary defines service of process and the other legal terms used here.

Which states use the commercial and noncommercial categories?

The states below use the terms in the statutes or filing pages quoted in this site's research, each listed with its governing section.

The list may not be complete, so your own state's page and the statute table further down are the places to confirm.

• Montana, where the definitions section says what a registered agent is and the address section sets the in-state street address rule (Mont. Code Ann. § 35-7-104).¹
• North Dakota, whose Registered Agents Act sits in its own chapter, referenced from the LLC statute (N.D.C.C. § 10-32.1-16).⁴
• South Dakota, where LLC articles must carry the agent details from the Act (SDCL § 59-11-6).⁵
• Maine, which also uses the words "commercial clerk" and "noncommercial clerk" (5 M.R.S. § 104 and § 105).⁶
• Idaho (Idaho Code § 30-21-404 and § 30-21-403).⁷
• Nevada (NRS 77.300).⁸
• Washington, whose LLC law requires an agent kept under the agent article of a separate business organizations chapter (RCW 23.95.415).⁹
• Mississippi (Miss. Code Ann. § 79-35-2) and Arkansas (Ark. Code Ann. § 4-20-102).^{2, 3}
• Washington, D.C. (D.C. Code §§ 29-104.03, 29-104.04).¹⁰

Utah is a moving case. Its new agent chapter, now in effect, replaces the Model Registered Agents Act, yet the same chapter still lets a filing name a commercial registered agent or give the name and address of a noncommercial one (Utah Code § 16-1a-403).¹¹

Wyoming shows a third pattern. Its statute lists who may serve, starting with individual residents and business entities, and adds "or a commercial registered agent" to that list (Wyo. Stat. § 17-28-101). So the commercial category exists in Wyoming as one option among several on the list of who may serve.¹²

Where a statute doesn't use the Act's two terms, it describes who may serve in its own way, as Wyoming's list of residents and entities shows, and the role may go by another name, such as statutory agent. The states index links every state's rules.

What changes in your filings when you name a commercial agent?

In the statutes quoted below, naming a commercial agent means giving the agent's name only. Naming a noncommercial agent means giving a name and an address in the state, and that address has to meet the statute's street address rule.

Maine's agent statute spells out the two paths. A filing must state "The name of the represented entity's commercial clerk or commercial registered agent" or, where there is none, "The name and address of the entity's noncommercial clerk or noncommercial registered agent" (5 M.R.S. § 104 and § 105). South Dakota's version opens its second path with "If the entity does not have a commercial registered agent" and then asks for the noncommercial agent's name and address (SDCL § 59-11-6). Idaho's registered agent filing follows the same two-path wording (Idaho Code § 30-21-404 and § 30-21-403).^{5, 6, 7}

Within the agent part of the filing, the address rule falls on the noncommercial side, because only that path asks for the agent's address. Montana requires "an actual street address or rural route box number in this state" whenever a filing must state an address (Mont. Code Ann. § 35-7-104). South Dakota also asks for "A mailing address in this state, if different" from the street address (SDCL § 59-11-6).^{1, 5}

The statutes quoted here ask for the agent's address only on the noncommercial path, while the Mississippi definition ties the commercial label to the agent's listing with the state. This site's sources do not cover what a commercial listing must contain or what it costs; the Secretary of State's office is the place to ask about that.

Some of these states offer a third route. Nevada lets an entity without a commercial agent give "the title of an office or position with the entity" (NRS 77.300). Washington's filing names a commercial agent first and, if none, a noncommercial registered agent (name and address) or an office or position title (RCW 23.95.415). The District of Columbia allows an officer or employee designated "to accept service of process" (D.C. Code §§ 29-104.03, 29-104.04). For more on what the registered office must be, see our guide to registered agent address rules.^{8, 9, 10}

What does it mean if you act as your own registered agent?

If you name yourself in a state that uses these categories, you are a noncommercial registered agent. In the statutes quoted above, that means filing your own name and an in-state street address.

Three practical points follow.

1. Your address goes on the filing. Because a noncommercial agent's address is stated in the record, a home-based founder's home address becomes part of the company's file. Our guide to keeping a home address off the public record lists which other fields are also public.
2. Changes are per company. North Dakota's fee schedule names a "Statement of change of noncommercial registered agent or address" at $10, and its page adds that the fee is per entity when the agent is a noncommercial agent. So in North Dakota, an owner who acts for several LLCs and then moves files a separate change for each one.¹³
3. Consent applies to people you ask, too. Washington's rule is that an agent shall not be appointed without having given prior consent in a record to the appointment (RCW 23.95.415), and Utah's chapter says designation affirms the agent's consent (Utah Code § 16-1a-403). In Washington, a relative or employee you name has to agree in a record before the appointment.^{9, 11}

Whether you qualify at all is a separate question about residency and address, and the guide on being your own registered agent covers it state by state.

How does switching between commercial and noncommercial agents work?

In Maine, one statement of change covers a switch in either direction, because the form's title names both kinds of agent. The other states cited here list an agent-change filing on their fee sheets or form pages.

Maine's form is the Statement of Appointment or Change of Commercial or Noncommercial Registered Agent (Form CLKRA-3), $35. Montana's fee sheet marks its statement of change "No fee" and Washington's reads "No fee"; Idaho charges $0 online, $20 by paper and Wyoming $5. South Dakota's is the Statement of Change of Registered Office or Registered Agent or Both; $10.^{14, 15, 16, 17, 18, 19}

The order of steps for any switch is set out in the step-by-step guide to changing agents, and ending the old provider's contract in the guide to cancelling an agent service.

What happens if a commercial or noncommercial agent resigns?

The resignation rules quoted for these states are written for any registered agent, without a separate version for each kind.

In Montana a statement of resignation takes effect on the earlier of the 31st day after the day on which it is filed or the day a new agent is appointed, and the agent must promptly notify the entity of the filing date. Utah's new chapter puts the notice duty this way: "A registered agent shall promptly furnish to the represented entity notice in a record of the date" on which the resignation was filed.^{11, 20}

That rule is the same whether the agent is a national company dropping an unpaid client or a friend who no longer wants the job.

What a state does once a company is left without an agent varies, and the guide on what happens without a registered agent covers those consequences state by state.

Which kind of agent fits your LLC?

These statutes let a company name either kind, so the choice comes down to address, availability and how many companies you run.

A noncommercial agent, whether you or someone you trust, tends to suit an owner who lives in the state, works from a fixed address during business hours and runs one company. The trade-offs are the address on the record and the duty to be reachable when papers arrive.

A commercial agent tends to suit an owner who lives elsewhere, travels, runs several LLCs or prefers that a home address not sit in the agent field. Naming a service changes whose name sits in the agent field, and on the noncommercial path whose address; it does not remove the company's other details from its filings. For owners comparing services, these lists set out the published facts behind each pick.

• Registered agents for non-residents
• Registered agents for first-time founders
• Registered agents for compliance tracking
• What a registered agent can and can't keep private

The statute behind each state's agent rules

Each row gives the section that sets who may serve and what the registered office must be, with a link to the state's page. For the states above, the commercial and noncommercial wording sits in that section or in the registered agent chapter it belongs to or refers to.

51 of 51 states publish this in the sources we checked. Each state's page has the full rule.

How the categories look in a few states

Montana has moved to an online-only filing system, so a Montana owner who names herself files the Articles there and lists her own street address under the address rule in Mont. Code Ann. § 35-7-104. If she later hires a listed commercial agent, she files the statement of change, which the fee sheet marks "No fee". The state pages for Montana, North Dakota, South Dakota, Maine, Idaho and Nevada set out each state's agent rules in full.^{1, 15, 21}

A Maine LLC's yearly report asks for its LLC name, registered agent information, principal office address, brief statement of the business, and name/address of at least one member, manager or other authorized person, so the category shows up every year as well as at formation. The Maine compliance guide covers that report.²²

Related guides

• Why every LLC needs a registered agent
• Service of process explained
• Registered agent vs business address
• Registered agent questions answered