I am applying for an LLC in NJ for a company called XYZ, and was wondering if I can use that same company name as the registered agent? Or can I just write "Registered Agent" as the name of the agent? Or do I have to actually use the name of an individual?
E.g. Registered Agent: XYZ LLC 123 Sesame st. Somewhere, NJ
Short Answer
I am applying for an LLC in NJ for a company called XYZ, and was wondering if I can use that same company name as the registered agent?
No. (This is the hardest question.)
Or can I just write "Registered Agent" as the name of the agent?
No. (This is clear.)
Or do I have to actually use the name of an individual?
Also no.
Any legal person other than the entity for whom the registered agent will be serving can be named, but a specific registered entity who is a legal person who, if an entity, is authorized to do business in New Jersey, or if an individual, resides in New Jersey, must be named. (This is clear.)
Long Answer
The New Jersey LLC statute adopts as state law a version of the Uniform Law Commissioners "Revised Uniform Limited Liability Company Act (“RULLCA”) stylistically revised to the form of New Jersey statutes. The official comment notes that the relevant provisions track parallel provisions of the Uniform Limited Partnership Act (2001) which are even less specific on the question of who may serve as a registered agent.
The relevant New Jersey statute states:
Section: 42:2C-14: Office and agent for service of process.
a. A limited liability company shall designate and continuously maintain in this State:
(1) an office, which need not be a place of its activity in this State; and
(2) an agent for service of process.
b. A foreign limited liability company that has a certificate of authority under section 58 of this act shall designate and continuously maintain in this State an office and an agent for service of process.
c. An agent for service of process of a limited liability company or foreign limited liability company shall be an individual who is a resident of this State or other person with authority to transact business in this State.
Earlier in the statute, at NJ Rev Stat § 42:2C-2, the word person is defined as follows:
"Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
Thus, in New Jersey, a registered agent does not have to be a human being. An entity or anything else that qualifies as a person under the definition above may also be a registered agent.
The statute does not expressly prohibit an entity as serving as its own registered agent, but does not expressly clarify that this is authorized either, which is somewhat ambiguous.
Usually the concept of an agent involves a relationship between a principal and an agent, and not merely a person doing things for themselves. But, some jurisdictions do expressly recognize that an entity may be its own agent despite the historical norm for how this term is used.
While it is a close call and arguable, better practice would be to assume that an entity may not be its own registered agent without express statutory authorization, which is not provided in the New Jersey statute.
Among other things, the fact that an entity becoming its own registered agent isn't the default situation if a registered agent resigns and is not replaced (instead the Secretary of State for New Jersey assumes that position) supports that interpretation.
So does the common law concept of what an agent is which is not obviously being modified here, particularly because, the statute expressly incorporates the common law and the law of equity to the extent that it does not conflict with the New Jersey statute.
No, a corporation cannot be a registered agent; a natural person must be.
Any person can be a registered agent, so long as they are 18 years old or older, have a physical street address in the jurisdiction (not a PO box), and be available 9-5 on business days to accept service of legal documents.
You, a trusted friend, or employee can serve as a registered agent, or you can pay a service to be the registered agent on your behalf.
