Registered Agent
Encyclopedia
A registered agent, also known as a resident agent or statutory agent, in United States
business law, is a business or individual designated to receive service of process
(SOP) 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 (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.
s or limited liability companies (LLCs)
. This is because there are substantive (and substantial) 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 (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 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.
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.
The service of being a registered agent can be provided by professionals, for example, attorneys
or CPA
s. However, the service is usually provided by 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 Corporation (CT), Corporation Service Company (CSC)
, National Registered Agents, Inc. (NRAI)
, and InCorp Services, Inc. (InCorp)
.
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 himself of herself, some states such as Nevada
provide that the registered agent may be designated using a separate "Registered Agent Acceptance" 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
.
. Most states also offer free access to their databases to find a business entity's registered agent.
Business Law Section and the International Association of Commercial Administrators (IACA) - Business Organization Section (BOS) to standardize business entity laws as they relate to annual reports, registered agents and other laws and forms used to file business entities. The National Conference of Commissions on Uniform State Laws (NCCUSL) 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. 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 entity in any jurisdiction adopting it.
United States
The United States of America is a federal constitutional republic comprising fifty states and a federal district...
business law, is a business or individual designated to receive service of process
Service of process
Service of process is the procedure employed to give legal notice to a person of a court or administrative body's exercise of its jurisdiction over that person so as to enable that person to respond to the proceeding before the court, body or other tribunal...
(SOP) 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 (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 corporationCorporation
A corporation is created under the laws of a state as a separate legal entity that has privileges and liabilities that are distinct from those of its members. There are many different forms of corporations, most of which are used to conduct business. Early corporations were established by charter...
s or limited liability companies (LLCs)
Limited liability company
A limited liability company is a flexible form of enterprise that blends elements of partnership and corporate structures. It is a legal form of company that provides limited liability to its owners in the vast majority of United States jurisdictions...
. This is because there are substantive (and substantial) liability protections as well as tax advantages to being "incorporated
Incorporation (business)
Incorporation is the forming of a new corporation . The corporation may be a business, a non-profit organisation, sports club, or a government of a new city or town...
" 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 (not a P.O. Box
Post Office box
A post-office box or Post Office box is a uniquely addressable lockable box located on the premises of a post office station....
) within that jurisdiction where there are persons available during normal business hours to facilitate legal service of process
Service of process
Service of process is the procedure employed to give legal notice to a person of a court or administrative body's exercise of its jurisdiction over that person so as to enable that person to respond to the proceeding before the court, body or other tribunal...
being served in the event of a legal action or lawsuit
Lawsuit
A lawsuit or "suit in law" is a civil action brought in a court of law in which a plaintiff, a party who claims to have incurred loss as a result of a defendant's actions, demands a legal or equitable remedy. The defendant is required to respond to the plaintiff's complaint...
. 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
Franchise tax
Franchise tax is a tax charged by some US states to corporations with a nexus with those states. The common feature of a state's franchise tax is that it is not based on income...
notices and annual report
Annual report
An annual report is a comprehensive report on a company's activities throughout the preceding year. Annual reports are intended to give shareholders and other interested people information about the company's activities and financial performance...
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
Default judgment
Default judgment is a binding judgment in favor of either party based on some failure to take action by the other party. Most often, it is a judgment in favor of a plaintiff when the defendant has not responded to a summons or has failed to appear before a court of law...
. 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.
Advantages of designating a third-party registered agent
- 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 being required to file costly changes of address within the state they are registered each time they move.
- Designating a third-party registered agent allows the business owner to travel for business or pleasure without the risk of a default judgment because of a missed lawsuit.
- 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 entity in 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.
- Having service of processService of processService of process is the procedure employed to give legal notice to a person of a court or administrative body's exercise of its jurisdiction over that person so as to enable that person to respond to the proceeding before the court, body or other tribunal...
delivered to a company's primary place of business can spark rumors among customers and employees. Designating a separate address for receiving service of process avoids this issue.
Registered agent service providers
Almost any person or business entity may legally act as a registered agent. For smaller corporations such as corporations which are owned by one person who is also the corporate management, typically they will name themselves as registered agent. Some states require the registered agent, if an individual, to either be a member of the board of directors or be an attorney.The service of being a registered agent can be provided by professionals, for example, attorneys
Lawyer
A lawyer, according to Black's Law Dictionary, is "a person learned in the law; as an attorney, counsel or solicitor; a person who is practicing law." Law is the system of rules of conduct established by the sovereign government of a society to correct wrongs, maintain the stability of political...
or CPA
Certified Public Accountant
Certified Public Accountant is the statutory title of qualified accountants in the United States who have passed the Uniform Certified Public Accountant Examination and have met additional state education and experience requirements for certification as a CPA...
s. However, the service is usually provided by 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 Corporation (CT), Corporation Service Company (CSC)
Corporation service company
Corporation Service Company is one of the largest Registered Agent service companies in the world. CSC represents hundreds of thousands of business entities worldwide, including a substantial number of the Fortune 1000.-History:...
, National Registered Agents, Inc. (NRAI)
National Registered Agents, Inc.
National Registered Agents, Inc. is the third largest registered agent service firm in the United States and was started by former executives of Prentice-Hall Corporate Services....
, and InCorp Services, Inc. (InCorp)
InCorp Services, Inc.
InCorp Services, Inc. is a registered agent service provider in the United States. As of June 2011, the company claims to have over 100,000 active clients worldwide.http://www.incorp.com/incorp-company-history.aspx InCorp "Company History" Page...
.
Designating a registered agent
The registered agent for a business entity is generally 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 NevadaNevada
Nevada is a state in the western, mountain west, and southwestern regions of the United States. With an area of and a population of about 2.7 million, it is the 7th-largest and 35th-most populous state. Over two-thirds of Nevada's people live in the Las Vegas metropolitan area, which contains its...
or Delaware
Delaware
Delaware is a U.S. state located on the Atlantic Coast in the Mid-Atlantic region of the United States. It is bordered to the south and west by Maryland, and to the north by Pennsylvania...
, 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 himself of herself, some states such as Nevada
Nevada
Nevada is a state in the western, mountain west, and southwestern regions of the United States. With an area of and a population of about 2.7 million, it is the 7th-largest and 35th-most populous state. Over two-thirds of Nevada's people live in the Las Vegas metropolitan area, which contains its...
provide that the registered agent may be designated using a separate "Registered Agent Acceptance" 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
Felony
A felony is a serious crime in the common law countries. The term originates from English common law where felonies were originally crimes which involved the confiscation of a convicted person's land and goods; other crimes were called misdemeanors...
to forge this signature, but in Michigan
Michigan
Michigan is a U.S. state located in the Great Lakes Region of the United States of America. The name Michigan is the French form of the Ojibwa word mishigamaa, meaning "large water" or "large lake"....
it is only a misdemeanor
Misdemeanor
A misdemeanor is a "lesser" criminal act in many common law legal systems. Misdemeanors are generally punished much less severely than felonies, but theoretically more so than administrative infractions and regulatory offences...
.
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 StateSecretary of State (U.S. state government)
Secretary of State is an official in the state governments of 47 of the 50 states of the United States, as well as Puerto Rico and other U.S. possessions. In Massachusetts, Pennsylvania, and Virginia, this official is called the Secretary of the Commonwealth...
. 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 AssociationAmerican Bar Association
The American Bar Association , founded August 21, 1878, is a voluntary bar association of lawyers and law students, which is not specific to any jurisdiction in the United States. The ABA's most important stated activities are the setting of academic standards for law schools, and the formulation...
Business Law Section and the International Association of Commercial Administrators (IACA) - Business Organization Section (BOS) to standardize business entity laws as they relate to annual reports, registered agents and other laws and forms used to file business entities. The National Conference of Commissions on Uniform State Laws (NCCUSL) 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. 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 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