In United States business law, a registered agent, also known as a resident agent or statutory
agent, is a business or individual designated to receive service of process when a business
entity is a party in a legal action such as a lawsuit or summons.
The registered agent's address may also be where the state will send the paperwork for
the yearly renewal of the business entity's charter.
The registered agent for a business entity may be an individual member of the company,
or a third party, such as the organization's lawyer or a service company.
Failure to properly maintain a registered agent can affect a company negatively.
The function of a registered agent Most businesses are not individuals but instead
business entities such as corporations or limited liability companies.
This is because there are substantive liability protections as well as tax advantages to being
"incorporated" as opposed to being "self-employed".
Most jurisdictions in the United States require that any business entity that is formed or
doing business within their borders designate and maintain a "Registered Agent".
This person may be known as the "Resident Agent" or "Statutory Agent", depending on
the laws of the individual jurisdiction in which the business entity is registered.
The purpose of a Registered Agent is to provide a legal address within that jurisdiction where
there are persons available during normal business hours to facilitate legal service
of process being served in the event of a legal action or lawsuit.
Generally, the registered agent is also the person to whom the state government sends
all official documents required each year for tax and legal purposes, such as franchise
tax notices and annual report forms.
It is the registered agent's job to forward these suit documents and notices to the entity
itself.
Registered Agents generally will also notify business entities if their state government
filing status is in "Good Standing" or not.
The reason that these notifications are a desired function of a registered agent is
that it is difficult for a business entity to keep track of legislative changes and report
due dates for multiple jurisdictions given the disparate laws of different states.
Penalties for not maintaining a registered agent generally will cause a jurisdiction
to revoke a business’s corporate or LLC legal status as well as in some cases, assess
additional penalty fees on the entity.
If a Registered Agent fails to perform their function, it can have dire consequences for
the business entity.
For example, if a customer fell inside a store and sued the store, and the store's registered
agent failed to notify the business entity of a summons to appear in court to respond
to the lawsuit, then when the case went to trial, nobody would appear to defend the store
and the customer would win by a default judgment.
Additionally, the store would likely not be able to get the judgment overturned on appeal
because they had been properly served.
This is one of the most common reasons that business entities generally will utilize a
third party as their Registered Agent be it a commercial service company, an attorney,
or in some cases, a CPA.
The person at the business entity that maintains contact with the registered agent is the corporate
secretary or governance officer.
Who can perform the function of a registered agent
Different states have different requirements for registered agents.
Typically, the agent must be a legal resident of the state in question or, in states that
allow entities to serve as registered agents, an entity authorized to do business in the
state.
All states allow a corporate officer of the corporation to serve, and all allow the corporation's
lawyer to serve.
Most allow business entities to serve as registered agents for other entities.
In some states a business entity is legally allowed to act as its own registered agent,
but other jurisdictions may require that a business entity designate a third party as
its registered agent.
Because most states permit one business entity to serve as a registered agent for others,
some businesses exist to serve that exact function, charging a fee to act as the registered
agent for hundreds or thousands of businesses in a given state.
Designating a registered agent
In most all cases, the registered agent for a business entity is assigned in the formation
documents filed in a jurisdiction when the entity is originally created.
For example, a person forming a corporation in the State of Nevada or Delaware, would
designate the registered agent along with the agent's address on the articles of incorporation
filed with the Nevada Secretary of State or Delaware Secretary of State respectively.
If the agent cannot sign the articles to be filed, some states such as Nevada provide
that the registered agent may be designated using a separate "Registered Agent Acceptance"
form with the appropriate acceptance and signature.
A representative of the business or the individual accepting responsibility as registered agent
must sign to accept the responsibility of acting as agent.
In most states it is a crime to knowingly file a false document with the office of the
Secretary of State, although the penalties vary widely.
For example, in Nevada it is a Class "D" felony to forge this signature, but in Michigan it
is only a misdemeanor.
Changing a registered agent For varying reasons a business entity might
at some point wish to change their registered agent to another party after a registered
agent has already been designated.
This is accomplished by obtaining a form from the secretary of state where the business
entity is registered, completing said form, and filing it with that state office along
with any requisite fees which may vary from state to state.
In some cases the required form may simply be a dedicated change of registered agent
form, and in other cases, such as in Delaware, an actual amendment to the articles of the
business entity must be filed.
Registered agent information Information about persons or entities that
may be willing to act as registered agents/resident agents by state is usually maintained by the
respective Secretary of State.
Most states also offer free access to their databases to find a business entity's registered
agent.
Model Registered Agents Act The Model Registered Agents Act is an effort
spearheaded by the American Bar Association Business Law Section and the International
Association of Commercial Administrators – Business Organization Section to standardize business
entity laws as they relate to annual reports, registered agents and other laws and forms
used to file business entities.
The act also creates two distinct classes of registered agent: "commercial" and "non-commercial."
The National Conference of Commissions on Uniform State Laws organized a drafting committee
composed of commissions, ABA, and IACA representatives who drafted the act's language.
NCCUSL adopted MoRAA at its 2006 annual meeting.
Twelve US jurisdictions, have since adopted the model act, and Delaware did not adopt
the act, but did adopt the "commercial registered agent" provision.
The problem this effort seeks to alleviate is that disparate laws, filing requirements,
and forms in all of the US jurisdictions where business entities are filed creates a quagmire
for any company seeking to register to do business in those jurisdictions.
By adopting a common set of laws, the Model Registered Agents Act seeks to create a uniform
and simple process of filing and maintaining a business entity in any jurisdiction adopting
it.
Government listings Some state business entity laws name the Secretary
of State's office or business entity filing office as the registered agent of last resort,
in the event the named registered agent can't be found.
By law, service may be made on the office if the entities registered agent can not be
found.
However, the plaintiff must demonstrate that it made a good faith effort to service the
registered agent before it may serve the Secretary of State.
The state laws vary in how to complete service on the Secretary of State and the amount of
fees charged.
Some of the states that may have this statutory provision are listed below.
MoRAA eliminated this provision but some of the states that adopted MoRAA maintained this
provision.
See also List of Secretaries of State, who in the United
States provide information about available registered agents in each state
References
External links