⚖️ How to Serve a Business, LLC, or Corporation

🏢 Why Serving a Business Is Different from Serving an Individual

Serving a lawsuit on a business entity is fundamentally different from serving an individual person — and getting it wrong is one of the most common procedural mistakes that leads to delayed cases, dismissed lawsuits, and wasted legal fees. A business entity like an LLC or corporation is a legal fiction — it exists on paper but has no physical body to hand documents to. Instead, the law designates specific individuals who are authorized to accept service on behalf of the entity, and your process server must deliver the documents to one of those authorized individuals in the manner prescribed by law. 🏢

The consequences of improper service on a business are severe. If you serve the wrong person — a receptionist, a random employee, a branch manager who is not an officer — the court may find that service was defective. The defendant can file a motion to dismiss or quash service, resetting your case to zero and potentially giving them time to transfer assets, destroy evidence, or simply delay until you run out of patience and resources. In some jurisdictions, improper service means the court never acquired personal jurisdiction over the defendant, making any judgment you obtain unenforceable.

The specific rules for who can accept service and how service must be accomplished vary by entity type (LLC, corporation, partnership, sole proprietorship), by jurisdiction (each state has its own rules), and by whether the business is domestic or foreign (registered in-state versus out-of-state). This guide walks you through every scenario so you get it right the first time. ⚖️

📊 Service Requirements by Entity Type — Quick Reference

🏗️ How to Serve a Limited Liability Company (LLC)

LLCs have become the most common business entity in America, and serving them requires understanding both your state’s LLC statute and the specific structure of the LLC you are suing. The rules for LLC service are less uniform across states than corporate service rules, making it especially important to check the specific requirements of the state where you are filing suit. 🏗️

📋 Serve the registered agent first. Every LLC is required to maintain a registered agent — a person or entity designated to receive legal documents on behalf of the LLC. The registered agent and their address are listed in the LLC’s formation documents filed with the Secretary of State. This is almost always your safest and most reliable service method because it is universally recognized and the registered agent has a legal obligation to accept service and forward it to the LLC. Finding the registered agent is straightforward through a Secretary of State search.

📋 Serve a managing member or manager. If the LLC is member-managed (the default in most states), you can typically serve any managing member. If the LLC is manager-managed, serve a designated manager. The distinction matters because in a manager-managed LLC, a non-managing member may not be authorized to accept service for the entity. The LLC’s operating agreement and Secretary of State filings indicate whether the LLC is member-managed or manager-managed — though this information is not always publicly available in every state.

📋 Serve through the Secretary of State. Many states allow service on an LLC through the Secretary of State when the LLC’s registered agent cannot be found at the registered address, when the LLC has failed to maintain a registered agent, or when the LLC is a foreign entity that has not properly registered in the state. The procedure typically involves delivering two copies of the summons and complaint to the Secretary of State along with the required fee. The Secretary of State then forwards the documents to the LLC at its last known address by certified mail.

🏛️ How to Serve a Corporation

Corporations have the most well-established and formalized service rules because they are the oldest form of business entity. The rules are relatively consistent across states, though specific procedures and authorized recipients vary. 🏛️

📋 The registered agent. Just like LLCs, every corporation must maintain a registered agent. This is your first and best option for service. The registered agent’s name and address are public record, available through the Secretary of State’s online database. Many corporations use professional registered agent services (like CT Corporation, CSC, or Incorp Services), which maintain offices specifically to accept legal documents. These professional agents are reliable and efficient — they accept service during business hours and promptly forward documents to the corporation.

📋 Corporate officers. When the registered agent is unavailable or service through the agent has failed, you can serve a corporate officer. Under most state rules and the Federal Rules of Civil Procedure (Rule 4), authorized corporate officers include the President or CEO, the Vice President, the Secretary or Assistant Secretary, the Treasurer or CFO, and any officer authorized to accept service. You do not need to serve the highest-ranking officer — any officer within the authorized categories is sufficient. However, serving an employee who is not an officer (even if they appear to be in charge) may not constitute valid service.

📋 Directors and managing agents. Most states also authorize service on members of the board of directors and on managing agents of the corporation. A “managing agent” is generally someone with sufficient authority and responsibility that it is reasonable to expect they would deliver the documents to the corporation’s decision-makers. A branch manager, regional director, or general manager may qualify as a managing agent — but a line employee, security guard, or administrative assistant typically does not.

📋 Secretary of State service. When a corporation’s registered agent cannot be found or has resigned without replacement, most states allow service through the Secretary of State. This is a backstop mechanism ensuring that corporations cannot avoid lawsuits simply by failing to maintain a registered agent. The process is similar to LLC service through the Secretary of State — deliver copies and fees, and the Secretary of State forwards to the corporation’s last known address.

🤝 Serving Partnerships and Sole Proprietorships

Partnerships and sole proprietorships follow different rules than LLCs and corporations because their legal structure is fundamentally different. Understanding these differences prevents costly service mistakes. 🤝

🔹 General partnerships. A general partnership can be served by serving any general partner individually. Because general partners are personally liable for partnership obligations, serving one partner effectively serves the partnership. If the partnership has registered with the state and designated a registered agent, you can also serve the agent. When suing both the partnership and individual partners (common in debt collection and judgment enforcement cases), you must serve each named defendant separately — service on the partnership through one partner does not constitute service on the other partners individually.

🔹 Limited partnerships (LPs). Limited partnerships must maintain a registered agent, and the standard approach is to serve the registered agent or any general partner. You cannot effectively serve a limited partnership by serving a limited partner, because limited partners are passive investors who do not manage the business. The general partner controls the LP and is the proper recipient for service.

🔹 Limited liability partnerships (LLPs). LLPs are professional partnerships (common for law firms, accounting firms, and medical practices) that register with the state. Serve the registered agent, any partner, or any person designated by the partnership to receive service. Because LLP partners are professionals, they are often personally known and can be located through skip tracing if they are avoiding service.

🔹 Sole proprietorships. A sole proprietorship is not a separate legal entity — it is simply an individual doing business under a trade name. You serve the owner personally, just as you would serve any individual defendant. Do not attempt to serve “the business” at its location by leaving documents with an employee — you must serve the individual owner. If the owner’s identity is unclear because the business operates under a DBA (Doing Business As) name, search county DBA filings or Secretary of State records to connect the business name to the individual owner. A skip trace can then locate the owner for personal service.

📍 Understanding the Registered Agent

The registered agent is the single most important concept in business entity service. Every LLC, corporation, limited partnership, and LLP must designate a registered agent who is authorized to accept service of process, government notices, and official correspondence on behalf of the entity. Understanding how registered agents work — and what to do when they fail — is essential for anyone who needs to serve a business. 📍

🏢 What a registered agent does. The registered agent maintains a physical address (not a P.O. box) in the state where the entity is registered. They must be available during normal business hours to accept hand-delivered legal documents. When served, they forward the documents to the entity’s management. The registered agent’s address is the entity’s official “address for service” — even if the entity’s actual offices are elsewhere.

🏢 Types of registered agents. Many businesses designate an individual — typically an owner, officer, or employee — as the registered agent. However, the majority of larger businesses and multi-state entities use professional registered agent services. Companies like CT Corporation (now Wolters Kluwer), Corporation Service Company (CSC), Incorp Services, and Northwest Registered Agent maintain offices in every state specifically to accept service on behalf of their clients. Professional agents are generally more reliable than individual agents because they have dedicated staff, standard procedures, and are less likely to move without updating their address.

🏢 When the registered agent fails. Registered agents can become unreachable for several reasons: the individual agent has moved without updating the Secretary of State filing, the business has let its registration lapse, the professional agent service has been terminated due to non-payment, or the business has been dissolved without winding up its affairs. When the registered agent cannot be found at the registered address, alternative service methods become available — typically through the Secretary of State or by serving an officer or managing member directly.

🔍 How to Find the Registered Agent and Officers

Before you can serve a business entity, you need to identify who to serve and where to find them. Here is the systematic approach: 🔍

🚫 When the Registered Agent Can’t Be Found

Sometimes the registered agent is unreachable — the address is vacant, the individual has moved, or the professional agent service has been terminated. When standard service through the registered agent fails, several alternative methods are available depending on your jurisdiction: 🚫

📌 Service through the Secretary of State. Most states designate the Secretary of State as a backup agent for service when the entity’s registered agent cannot be found. The procedure varies by state but typically involves filing copies of the summons and complaint with the Secretary of State, paying the required service fee (usually $10-$50), and the Secretary of State mailing the documents to the entity’s last known address by certified mail. This method is widely accepted but has limitations — if the entity’s address on file is also outdated, the certified mailing may be returned undeliverable.

📌 Serve an officer or managing member directly. When the registered agent fails, serving an officer (for corporations) or managing member (for LLCs) at their personal residence or another known address is typically valid. This requires identifying the officers or members and locating their current addresses. This is often faster and more reliable than Secretary of State service because you are delivering documents directly to a real person at a verified address.

📌 Service at the business location. Some states allow service on a business by delivering documents to a person “apparently in charge” at the business location during normal business hours, followed by mailing a copy to the entity’s registered address. This method (sometimes called “substitute service” on a business) is jurisdiction-specific and may not be available in every state. Check your state’s rules carefully — some states explicitly require service on designated individuals and do not recognize service on whoever happens to be at the office.

📌 Service by publication. When all other methods have been exhausted and the entity cannot be found, courts may authorize service by publication — publishing the summons in a newspaper of general circulation. This is a last resort and requires demonstrating to the court (through a due diligence declaration) that you have made reasonable efforts to locate and serve the entity through all other available methods. A professional skip trace report documenting your search efforts is powerful evidence supporting a motion for service by publication.

🌐 Serving Out-of-State and Foreign Business Entities

When the business you need to serve is formed in a different state, the service process involves additional considerations. Most businesses that operate across state lines are required to register as a “foreign entity” in each state where they do business — and that registration includes designating a registered agent in that state. 🌐

🗺️ Foreign entity registered in your state. If the out-of-state business has properly registered as a foreign entity in your state, it will have a registered agent in your state. Serve the in-state registered agent just as you would for a domestic entity. This is the simplest scenario and the most common for larger businesses operating in multiple states.

🗺️ Foreign entity NOT registered in your state. If the business operates in your state but has not registered (which is itself a legal violation in most states), your options include serving the Secretary of State (most states authorize this as a fallback for unregistered foreign entities), serving the entity’s registered agent in its home state (which may require out-of-state service procedures), using your state’s long-arm statute to establish jurisdiction and serve the entity through authorized alternative methods, or serving an officer or agent of the entity wherever they can be found.

🗺️ Domesticating judgments across states. If you obtain a judgment against a business in one state but the business’s assets are in another state, you will need to domesticate the judgment in the state where the assets are located. This is a separate legal process from the original service of process, but it is important to plan for early in the litigation if you know the defendant’s assets are out of state.

❌ Common Service Mistakes That Get Cases Dismissed

Avoid these frequently-occurring service errors that lead to dismissed cases, wasted time, and legal malpractice claims: ❌

🔴 Serving the business name instead of the legal entity. If a business operates as “Bob’s Auto Repair” but the legal entity is “R. Johnson Enterprises LLC,” you must serve the LLC — not “Bob’s Auto Repair.” Suing and serving a trade name rather than a legal entity creates jurisdiction problems and may result in an unenforceable judgment. Always search Secretary of State and DBA filings to identify the correct legal entity before filing suit.

🔴 Serving an employee who is not authorized. Handing documents to the receptionist, a random employee, or even a mid-level manager does not constitute valid service on a business entity in most states. The law designates specific categories of people authorized to accept service — registered agents, officers, directors, managing members, and managing agents. If the person you serve does not fall into one of these categories, service may be defective.

🔴 Using the wrong entity type’s rules. Service requirements differ between corporations, LLCs, partnerships, and sole proprietorships. Applying corporation service rules to an LLC (or vice versa) may result in defective service. Always verify the entity type through Secretary of State records before attempting service.

🔴 Relying on outdated registered agent information. Secretary of State filings are snapshots in time — the registered agent listed in a five-year-old filing may have moved, resigned, or been replaced. Verify that the registered agent information is current before sending your process server. A skip trace confirms current addresses in 24 hours or less.

🔴 Failing to serve all necessary parties. If you are suing both the entity and the individual owners (for alter ego liability or personal guarantees), each party must be served separately. Service on the LLC does not constitute service on its members, and service on a corporation does not constitute service on its officers in their individual capacity.

🔴 Ignoring proof of service requirements. Even if service was properly accomplished, failing to properly document it through a proof of service (affidavit or declaration of service) that details who was served, when, where, and how can create problems. Ensure your process server provides a detailed, signed proof of service that identifies the recipient by name and title.

❓ Frequently Asked Questions

📚 Related Service of Process Resources