The Logbook — Entry 02 of 13
Do you need one? The requirement, entity by entity
LLCs, corporations, partnerships, nonprofits, sole proprietors — who must maintain an agent and who is exempt.
The short answer by entity
Table scrolls sideways on small screens →
| Entity | Agent required? | The fine print |
|---|---|---|
| LLC | Yes | In the formation state and every state of foreign qualification, continuously, from filing to dissolution. |
| Corporation (C or S) | Yes | Same rule. The S election is a tax choice; it changes nothing about the agent. |
| Limited partnership / LLP | Usually yes | Most states impose the same duty on registered partnerships. |
| Nonprofit corporation | Yes | Charitable status exempts taxes, not the agent. |
| Sole proprietorship | No | No state filing creates the business, so no filing demands an agent. The moment you form an entity, the duty attaches. |
| General partnership (unregistered) | Generally no | Unregistered partnerships file nothing; registered forms (LLP) usually must appoint. |
| DBA / trade name | No | A DBA is a label on an existing person or entity, not an entity. The underlying entity's duty is unchanged. |
The two triggers
The duty is created by exactly two events. Formation — filing articles of organization or incorporation in a state. And foreign qualification — registering to do business in a state beyond the formation state. Nothing else switches it on: not revenue, not an EIN, not a business bank account, not a trademark. And once on, it stays on until the entity is formally dissolved or withdrawn — letting an annual report lapse does not quietly retire the duty; it converts it into penalties.
Edge waters
Holding companies and real-estate LLCs are entities like any other; each SPV in a property stack carries its own agent duty in its own state. Series LLCs follow their state's series statute. Professional entities (PLLCs, PCs) add licensing filings on top, never instead. New York breaks the pattern entirely — the Department of State is the statutory agent; see its plate. Pennsylvania keeps the duty but phrases it as a registered office that a commercial office provider can fill.
"Need" versus "should"
This entry answers the legal question. The practical question — whether you should staff the post yourself or hire it out — is a different calculation involving your address, your hours, and your appetite for being findable. That ledger is kept honestly in Entry 04.