Two statutes, one core rule
Florida limited liability companies are governed by Chapter 605 of the Florida Statutes, the Florida Revised Limited Liability Company Act. Corporations, both for-profit and professional, are governed by Chapter 607, the Florida Business Corporation Act. Nonprofits fall under Chapter 617. Each chapter independently requires the entity to continuously maintain a registered agent and a registered office in Florida.
The eligibility standards are effectively the same under both: a Florida-resident individual or an entity authorized to do business in Florida, located at a physical street address in the state. The hours and service rules in Chapter 48 apply to both types as well.
At formation
An LLC names its registered agent in the articles of organization. A corporation names its agent in the articles of incorporation. In both cases, the agent signs an acceptance statement on the filing. The form layouts differ slightly, but the information requested is the same: agent name, Florida street address, and signature.
One practical difference is who typically serves. In single-member LLCs, the owner often acts as the agent. Corporations, especially those with several shareholders or outside investors, more often appoint a professional agent or a corporate officer with a fixed office, partly because their boards like a documented compliance process.
Changing the agent or office
Both entity types change their agent by filing a statement of change with the Department of State. The filing fees are modest but not identical between LLCs and corporations, so check the current fee schedule on Sunbiz before submitting. The new agent must sign to accept the appointment in either case. A change can also be made as part of the annual report filing.
Annual reports
LLCs and corporations both file an annual report between January 1 and May 1 each year, and the report confirms or updates the registered agent and office. Corporations pay a different annual report fee than LLCs. Late filings for both incur a substantial late fee, and continued failure leads to administrative dissolution in the fall. A professional agent’s reminders help either type avoid that outcome. The LLC and corporation agent duties overlap more than most owners expect.
Foreign entities
An out-of-state LLC or corporation doing business in Florida must register as a foreign entity and appoint a Florida registered agent. Because the owners of foreign entities are usually not Florida residents, they almost always use a commercial registered agent. The obligations are the same as for domestic entities once registered.
Consequences of not maintaining an agent
- Administrative dissolution or revocation for failing to maintain an agent, applicable to both LLCs and corporations.
- Loss of the right to sue in Florida courts until the company is back in good standing.
- Substitute service on the Secretary of State, so lawsuits proceed without your knowledge.
- Personal exposure in some cases, if the owners keep operating a dissolved entity.
Where the real differences lie
The day-to-day duties of the registered agent do not change based on entity type. The agent accepts service of process, receives state notices and forwards them to the company. What differs is governance around the agent. A corporation’s board may need to approve a change of agent by resolution, depending on its bylaws, while an LLC’s operating agreement usually lets the managers or members decide informally. Corporate minute books often record the agent appointment; many small LLCs keep no such records.
For both, the best practice is the same: decide deliberately who serves, record that decision, and keep the Sunbiz record current.
Bottom line
Whether you form an LLC or a corporation in Florida, the registered agent rules are essentially shared. Pick an eligible agent with a real street address, keep the office staffed during required hours, and update the state whenever anything changes. The entity type affects your fees and internal approvals, not the agent’s core responsibilities.