- Registered agent
In the United States, a registered agent is a business or individual designated to receive
service of process(SOP) when a business entityis a party in a legal actionsuch as a lawsuit or summons.cite book | title=Corporate Governance | url=http://books.google.com/books?id=WnK2o1GvEt0C&pg=PA35&dq=%22registered+agent%22&sig=RVc6ARalLRcqWlxGgnaV9BkoJWc| last=Colley| first=John L. | date=2003| pages=35| publisher=McGraw-Hill Professional| id=ISBN 0071403469] In some states the function is also referred to as a resident agent or statutory agent, however most states have changed their statutes call this function "registered agent." The Registered agent for a business entity can be an individual or more often 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 (LLCs). 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 entitythat is formed or doing business within their borders designate and maintain a "Registered Agent" ["e.g.", Code of Virginia, Section 13.1-634; Pennsylvania law refers only to the "agent who maintains the registered office for the corporation", 15 Pa.Consol.Stat. §108(a), but this person is customarily referred to as the "agent".] . This person may be known as the "Resident Agent" ["e.g.", Code of Maryland, Corporations and Associations Article, Section § 2-108.] or "Statutory Agent" ["e.g.", Arizona Revised Statutes, Section 10-501.] , 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 (not a P.O. Box) 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 actionor lawsuit["e.g.", California Corporations Code, Section 1701.] . Generally, the registered agent is also where the state government sends all official documents required each year for tax and legal purposes such as franchise taxnotices and annual reports. It is the registered agent's job to forward these suits and notices to the entity itself ["e.g.", Code of Virginia, Section 13.1-634(B).] . 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 entityto keep track of legislative changes and report due dates for multiple jurisidictions 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 entityof 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 judgmentoverturned 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. All of them allow a corporate officer of the corporation to serve, and all allow the corporation's lawyer to serve. Some allow business entities to serve as registered agents for other entities. In some states a
business entityis 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 ["e.g.", D.C. Code Section 29-101.10.] .
Attributes of third-party registered agents
* As the Registered Agent name and address is one of public record, generally, the registered agent legal address will be the one listed in all official public documents.
* An outside Registered Agent allows business entities to freely change their location at any time, without filing being required to file costly changes of address with the state they are registered in each time they move.
* Commercial registered agents generally have systems to keep track of filing, notification and publishing requirements of business entities which can save businesses hundreds or even thousands of dollars in late penalties were they to miss a required government filing. These are referred to as "Compliance Managers", "Tax Calendars" and/or "Compliance Calendars".
* Generally most commercial service providers have "Form Libraries" of forms and other documents required to file business entities in different jurisdictions - or to keep the
business entityin compliance or "Good Standing".
* Some commercial registered agents provide real-time notice of any litigation, and forward all official documents directly to the companies they represent.
Registered agent service providers
Almost any person or business entity may legally act as a registered agent. It can be provided by, "e.g.",
attorneys or CPAs. However, the service is usually provided by (or through) commercial registered agent service companies. There are many service companies that perform or contract registered agent services. If a business is operating in multiple states, it can retain the services of a national registered agent service provider with the ability to represent it in all states. Some national service providers are CT (aka "CT Corporation" or "The Corporation Trust Company"), Corporation Service Company (aka "CSC"), National Registered Agents, Inc.(aka "NRAI"), and InCorp. CT and CSC have been in business for over 100 years, since the first corporations were formed in the United States.
Designating a registered agent
The registered agent for a
business entityis generally assigned in the formation documents filed in a jurisdiction when the entity is originally created. For example, if you were forming a corporation in the State of Nevadaor Delaware, you would designate the registered agent along with their address on the articles of incorporation that you file with the Nevada Secretary of Stateor Delaware Secretary of Staterespectively. If the agent can't physically sign the articles themselves, some states such as Nevadaprovide that you may assign the agent using a separate "Registered Agent Acceptance" with the appropriate acceptance and signature. [ [http://www.sos.state.nv.us/comm_rec/crforms/omni/RAAcceptance.pdf Example of "Registered Agent Acceptance" form (Nevada)] ] 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 a Secretary of State office. The penalties vary widely. For example, in Nevada it is a Class "D" felonyto forge this signature, but in other states such as Michigan, it is only a misdemeanor.
Registered agent information
Information about 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" (MoRAA) is an effort spearheaded by the
American Bar AssociationBusiness Law Section and the International Association of Commercial Administrators (IACA) - Business Organization Section (BOS) to standardize business entitylaws as they relate to annual reports, registered agents and other laws and forms used to file business entities.Cite web|url=http://www.iaca.org/downloads/BOS/ModelRegistrationAct/Model_RA_Act_52506.pdf|title=Model Registered Agents Act|accessdate=2007-06-06|publisher=National Conference of Comissioners on Uniform State Laws|year=2006|work=Draft of May 24, 2006|format=pdf] The National Conference of Commissions on Uniform State Laws (NCCUSL) organized a drafting committee comprised of commissions, ABA, and IACA representatives who drafted the act's language. NCCUSL adopted MoRAA at its 2006 annual meeting. Eight states, (Idaho, Montana, North Dakota, South Dakota, Utah, Arkansas, Maine, and Nevada)have adopted the model act. The problem this effort seeks to alleviate is the fact 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 entityin any jurisdiction adopting it.
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 eliminited this provision but some of the states that adopted MoRAA maintained this provision.
* [http://www.dced.state.ak.us/bsc/pub/Registered_Agent.pdf Alaska]
* [http://www.sosweb.state.ar.us/corp_ucc/corp_forms/forms/ServCo.pdf Arkansas]
* [http://www.ss.ca.gov/business/bpd_service_companies.htm# California]
* [http://www.state.de.us/corp/agents/agts.shtml Delaware]
* [http://www.idsos.state.id.us/corp/REGAGENT.HTM Idaho]
* [http://www.state.me.us/sos/cec/corp/servicelist.htm Maine]
* [http://www.sos.state.ms.us/busserv/corp/reg_agt_list.asp Mississippi]
* [http://www.sos.mo.gov/business/corporations/registered_agents.asp Missouri]
* [http://sos.mt.gov/BSB/Reg_Agents.asp Montana]
* [http://www.sos.state.nv.us/business/comm_rec/ralist/ Nevada]
* [http://www.sos.nh.gov/corporate/agentlistings.htm New Hampshire]
* [http://www.nd.gov/sos/forms/pdf/reg-agent-list.pdf North Dakota]
* [http://www.filinginoregon.com/forms/web/130.htm Oregon]
* [http://soswy.state.wy.us/corporat/RegAgent.pdf Wyoming]
* List of Secretaries of State, who in the United States provide information about available registered agents in each state
* [http://www.iaca.org/node/22 International Association of Commercial Administrators- Business Organization Section (BOS)]
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