Commonly Asked Questions about Registered Agents
What is the function of a registered agent?
Who qualifies as a registered agent?
What are the advantages of appointing a third-party registered agent?
Designating a registered agent
The Model Registered Agents Act
What is a Registered Agent?
The term registered agent or statutory agent is defined as any individual or business assigned to receive service of process during which such an individual or company is part of a summons, lawsuit, or similar legal action. 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.
What is the Function of a Registered Agent?
Most businesses are classified as limited liability companies (LLCs) 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 their business and maintain their business within a state must appoint and keep a “registered agent.” The person chosen for this role 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. The registered agent serves to provide a physical address (P.O. Boxes cannot be used) and must have someone present during general business hours to receive legal service of process 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). The registered agent must make sure all of these services of process and documents are forwarded to the entity itself.
Usually, the registered agent will keep the business entity informed about its filing status with the government, including whether it’s in good standing. Without a registered agent keeping up with these notifications, it’s difficult for business entities to keep up to date with the many changes in legislation and timely reporting for jurisdictions and various laws among states.
Suppose a business entity does not maintain a registered agent. In that case, it may face penalties from the jurisdiction that most likely will result in the legal status for either 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. For example, suppose a customer had an accident on a business’s property and decided to sue that business. If the registered agent did not notify the business entity of a court summons regarding 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 be difficult and expensive to have the judgment overturned on appeal.
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 where the entity is formed or foreign qualified.
California Corporate Agents exists to serve in the function of a registered agent. Usually, the registered agent’s legal address is listed in every official public document since the registered agent’s name and address are public records.
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.
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 follow notification and filing deadlines and publish requirements of business entities, saving these businesses hundreds or thousands of dollars in penalties and late fees from missing these required government filings. Our service keeps track of important state deadlines and will notify you immediately if your corporation falls into suspended or revoked status.
Appointing a third-party registered agent to receive service of process may help with privacy issues. If the service of process is delivered to a company’s primary place of business where customers and employees may see it, your privacy could be at risk.
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. The registered agent can be changed at any time with the state by filing either a statement of information or amendment.
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 to standardize 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 on drafting 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 attempts to ease the burden on business entities that must follow a variety of laws, forms, and filing requirements that differ in each United States jurisdiction 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 this common set of laws.
About the Registered Agent
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 registered agent’s physical address and availability – the registered agent must have a physical address 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. A company’s formation and foreign qualification documents filed with the state are accessible by the public.