Registered Agent FAQ's
Commonly asked Questions about Reqistered Agents
What is a Registered Agent?
The term registered agent or statutory agent, is defined as any individual or business that is assigned to receive service of process during which such an individual or business is part of a summons, lawsuit or similar legal action. Also the address where the state mails the paperwork for the business’s annual renewal of its entity’s charter may be that of the registered agent. It’s typical that a third party of the particular business, such as a service company or the company’s lawyer acts as the registered agent.
What is the Function of Registered Agent?
Most businesses usually are classified as limited liability companies (LLC's) or corporations and not individuals. The reason is that there are substantial protections regarding liability and advantages with taxes of being “incorporated” over being "self-employed."
In many U.S. jurisdictions, business entities that begin its business and/or maintain its business within the country must appoint and keep a “Registered Agent.” The person chosen for this title may also be referred to as a “Statutory Agent” or “Resident Agent,” depending on the particular jurisdiction’s laws where the business entity is registered in. The registered agent serves to provide a physical address (P.O. Boxes cannot be used) that is legal in the particular jurisdiction and must have someone present during general business hours in order to receive legal service of process being served if a lawsuit or any legal action should arise.
In most cases, the state government directs all its official documentation to the registered agent, such as annual paperwork regarding legal and tax purposes (i.e. annual report forms and franchise tax notices). It is the duty of the registered agent to make sure all of these services of process, and documents are forwarded on to the entity itself. Usually, the registered agent will keep the business entity informed as to its filing status with the government, whether it is in “Good Standing” as well. Without a registered agent keeping up with these notifications, it’s difficult for business entities to keep up to date of the many changes in legislation and in timely reporting for multiple jurisdictions and various laws among states.
If a business entity does not maintain a registered agent, it may face penalties from the jurisdiction that most likely will result in the legal status for either a corporations or an LLC being revoked and may also face possible penalties and fees.
Also, if Registered Agents fail to perform their responsibilities, business entities can suffer. As an example, supposing a customer had an accident on the property of a business and decided to sue that business. If the registered agent did not notify the business entity of a court summons in regards to the lawsuit, the suing party would win as there was no answer to the complaint received. The customer, therefore, would win by a default judgment. Also, because the business had been properly served, it would not be able to have the judgment overturned on appeal. This is commonly one of the strongest reasons that a business entity employs a third party as its Registered Agent.
Who qualifies as a registered agent?
The requirements for registered agents vary from state to state. In most cases, the agent must legally reside in the state in question or the entity may serve as a registered agent in some states if the entity is authorized to do business in those particular states. Almost all state laws allow business entities to serve as registered agents for alternative entities.
California Corporate Agents exists to serve in the function of a registered agent.
Usually, the registered agent’s legal address is the one listed in every official public document, since the Registered Agents name and address is one of public record.
The benefit of having an outside Registered Agent is that business entities are freely allowed to change their location any time they desire, without mandatorily filing costly changes of address in every instance they move within in the state that they are registered in.
When the business entity chooses a third-party registered agent, the business owner is free to travel for pleasure or business without the danger of a default judgment from a lawsuit that was missed. Commercial registered agents usually employ systems to that are able to follow notification and filing deadlines, as well as publishing requirements of business entities, saving these businesses hundreds or thousands of dollars in penalties and late fees from missing these required government filings. We provide our CorpWatch service which keeps track of important state deadlines and will notify you immediately if your corporation falls into suspended or revoked status.
Appointing a separate address for the purpose of receiving service of process may help with privacy issues. In the event that the service of process is delivered to a company's primary place of business where customers and employees may be allowed to view it, privacy is lost and rumors can spread.
Designating a registered agent
When a business entity assigns a registered agent, it usually does so when the entity is first created through a process of filing its formation documents within the jurisdiction. Acting in place of the agent and accepting the responsibilities of the registered agent, the signature of such an individual or business representative is required. Knowingly filing a false documentation with the office of Secretary of State is a crime in most states with varying penalties.
The Model Registered Agents Act
The Model Registered Agents Act, or the MoRAA is an effort began by the International Association of Commercial Administrators, or the IACA, - Business Organization Section, or BOS, and the American Bar Association Business Law Section for the purpose of standardizing business entity laws as they relate to registered agents, annual reports and various forms and laws employed in filing business entities. The National Conference of Commissions on Uniform State Laws (NCCUSL) organized a drafting committee composed of IACA representatives, ABA and commissions who worked to draft the act. NCCUSL adopted MoRAA during its 2006 yearly meeting.
The model was adopted by eight states, (Idaho, Nevada, Maine, Arkansas, Utah, South Dakota, North Dakota and Montana). This Act is an attempt to ease the burden on business entities that must follow a variety of laws, forms and filing requirements that differ in each United States jurisdictions by creating a common set of laws. Thus, the purpose of the Model Registered Agents Act is to simplify a business entity’s process of filing and managing its business within jurisdictions that adopt these common set of laws.
About the registered agent
In order to be qualified, there are certain requirements a company’s registered agent must meet and characteristics regarding who is legally allowed to be a registered agent, as well as details regarding how the registered agent’s information is used.
The physical address and availability of the registered agent. The registered agent must have a physical address that is in the state of incorporation or qualification and must be accessible during normal business hours. Again, private rented mailboxes or post office boxes do not qualify as a physical address. The address must be publicly-accessible. Also, the registered agent’s address is a matter of public record, which means that everyone has access to it. A company’s formation and foreign qualification documents filed with the state are accessible by the public.
In the event that the registered agent’s name is unobtainable, the law states that service must be made on the office of the Secretary of State. However, the plaintiff must prove that it made all efforts in good faith to render service to the registered agent before it may serve the Secretary of State. Also, there are varying state laws that dictate how to perform service on the Secretary of State and the total sum of fees that are charged.