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Filled with resources to help businesses better understand the role and importance of a registered agent, the Registered Agent Information Center contains articles, white papers, news, content, tools & resources – everything you need to know about Registered Agents.
A Registered Agent is your official point of contact with the state to receive service of process, legal and state documents, and relay these communications to your business. Most states use the term registered agent. However, some states use the term resident agent, which serves to emphasize that the agent must be a resident of the state. Statutory agent is another term that may be used, highlighting the fact that an entity is required by statute to appoint and maintain an agent for service of process.
We have compiled the most frequently asked questions about Registered Agent and Service of Process. If you don't find the answer you are looking for, please ask your question.
All states demand that statutory entities meet two requirements:
Four types—limited partnerships (LPs), limited liability limited partnerships (LLPs), limited liability companies (LLCs) and corporations (Inc.)—are “statutory entities.” A statutory entity is a creature of state law—their existence and characteristics are governed by state laws.
Each state has its own rules regarding the qualifications to serve as a Registered Agent. In a few states, the entity can serve as its own Registered Agent. However, most states do not allow the entity to be its own Registered Agent. In order to become a Registered Agent for a statutory entity (which includes limited partnerships (LP) and limited liability partnerships (LLP), as well as corporations and LLCs), an individual or a company must meet these minimum qualifications requirements. In addition, the entity must take formal action to appoint the Registered Agent. In many states, the Registered Agent must acknowledge and/or consent to the appointment.
While states vary in their exact requirements for Registered Agents, there are four rules that generally apply:
Although the requirements to become a Registered Agent are relatively easy to meet, there are significant responsibilities involved. Failure to perform those duties successfully can have serious adverse consequences for the business. For example, the improper handling of a service of process can lead to a company failing to respond in time, which can then result in a default judgment. Also, most states do not allow the entity to be its own Registered Agent.
A Registered Agent is an individual or a company that is appointed by an LLC to receive service of process, legal documents, and important state communications on behalf of the business. Every LLC must have an in-state Registered Agent in its formation state and in every state where it is registered to do business. Failing to appoint and maintain a registered agent can result in severe penalties for the LLC and sometimes, its owners.
CT Tip: This agent is referred to as a “Registered Agent” in most states. However, some states use the term Resident Agent, which serves to emphasize that the agent must be a resident of the state. “Statutory agent” is another term that may be used, highlighting the fact that an entity is required by statute to appoint and maintain an agent for service of process.
Service of process is notice that there is a lawsuit filed against the LLC or corporation. Usually, this involves serving the defendant with a summons. In the case of an LLC or corporation, the summons is served on the Registered Agent. By serving process on the Registered Agent, the court obtains jurisdiction over the corporation or LLC. In addition to receiving service of process in connection with a lawsuit against the business directly, the Registered Agent receives other mission-critical documents, such as:
Although these documents might be very different, they all have one common element. Each one contains vital, time-sensitive information.
Almost every state requires you to designate a Registered Agent to serve as an official contact for your business. State agencies and courts send your company important compliance information and official correspondence through your Registered Agent. For most businesses, this correspondence consists of annual report and tax filing correspondence. Your Registered Agent is also responsible for receiving Service of Process and legal mandates for your company and promptly relaying them to the correct individuals within your business.
Finding a registered agent requires due diligence on your part and it’s important to ask the right questions of any potential agent. Use our handy checklist to help identify the right Registered Agent for your business.
The requirements that govern business entity compliance at the state level are varied and complex. In companies with multiple entities in multiple jurisdictions, the busy corporate legal department is hard-pressed to both monitor all requirements and efficiently comply with them.
Author: Garth Jacobson, Government Relations Attorney
Four Ways Your Registered Agent Choice Affects You Author: CT Corporation Staff
How Much Do You Know About Service of Process and Registered Agents? Author: Sandra Feldman, Publications Attorney
Five Reasons Why Multistate Businesses Should Use a Single Registered Agent Author : CT Corporation Staff
Registered Agents and Annual Reports: Essential Elements of Good Standing Author: Sandra Feldman, Publications Attorney
Business Risk Mitigation: Choosing the Right Registered Agent Author: Vijay Ramaiah, Director, Product Management
Costs and pitfalls of using law firms as Registered Agent Author : CT Corporation Staf
Five Steps When Doing Business in a New State Author : Sandra Feldman, Publications Attorney
Assess a Registered Agent's Data Security & Protection Author : CT Corporation StaffThe Risks of Using an Individual as Your Registered Agent Author : Sandra Feldman, Publications Attorney
Five Reasons Why Multistate Businesses Should Use a Single Registered Agent Author: CT Corporation Staff
How to Choose a Registered Agent Author: CT Corporation Staff
Three Situations When Having a Professional Registered Agent Makes Sense Author: Marcia Richards Suelzer, J.D.
Case Study: Individual Registered Agent’s Lack of Knowledge Results in Default Judgment Author: Sandra Feldman, Publications Attorney
Wyoming — House Bill 22, effective July 1, 2017, provides revisions to the requirements for each business entity’s designated communications contact, including specific exclusions of the entity’s registered agent or employees of the registered agent as that designated communications contact unless that registered agent is an officer, director, member, manager, partner or trusty of the entity.
Texas - Registered Office - U.S. Energy Management Inc. v. JRB International L.P., 2017 Tex. App. LEXIS 374 (4/26/2017). The Texas appellate court ruled that a corporation that listed its business address as its registered office, and then failed to update the Secretary of State’s records when the business moved, was not entitled to a bill of review of the default judgment issued against it.
North Dakota — Senate Bill 2252, effective August 1, 2015, enacts new sections of law relating to the role of the secretary of state in filing signed documents or records, permitting an agent to sign documents or records filed with the secretary of state, and providing a penalty for a person signing without authority.
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