Formation, LLC, Corps The Registered Agent Requirement for Business Entities

  1. What is a Registered Agent?

    A registered agent is a person or entity authorized to receive legal and official business documents on behalf of a corporation or business enterprise (the “principal”). Documents may include a copy of a summons and complaint for lawsuit that has been filed, a DMCA takedown notice of claimed infringement, as well corporate paperwork sent from state government. The registered agent notifies its principal of its receipt of documents and will typically forward them to the principal as well.

    When is a Registered Agent Necessary?

    A human person is tangible and can personally receive legal and official documents at the home address where they live. Corporations and other business entities only exist on a piece of paper. They are treated as if they are completely separate person from those who own and have created the company. So how can one find and serve an intangible paper company? The legal requirement of designating a registered agent ensures that a company is easily able to be located and formally served legal documents. It may also be the address where corporate renewal and tax documents may be sent. Once legal documents are served to or received by a registered agent, it is as if those documents were served directly upon the principal that the agent represents.

    A registered agent (also known as a "resident agent" or "statutory agent" in some states) must have a physical address located within the jurisdiction where people are available to receive documents during normal business hours. A post office box or drop box is not acceptable. The requirement of a physical location and accessible persons to sign and confirm communications ensures that important items legal documents can be officially and efficiently served to and received by a business entity. The failure to have a registered agent can result in the imposition of fees as well as the revocation of a company’s business or corporate status - which includes the legal benefits and protection of limited personal liability.

    In most instances, a registered agent can be designated within the formal or legal documents that relate to a certain process, such as the act of incorporation. An application to create a corporation will usually require the incorporator to enter the name and address the person or entity that will serve as the company’s registered agent.

    Who May Serve as a Registered Agent?

    While each state and jurisdiction has their own specific laws, most are similar with regard to who can be appointed as a company’s registered agent. For example, New York Limited Liability Company Law, Article 3 Section 302, sets forth who can serve as a registered agent for legal service of process. In addition to the requirement that the New York Secretary of State be designated to receive service of process on behalf of a New York corporation, an agent must be either:
    • a natural person who is a resident of the state or has a business address in the state;
    • a domestic limited liability company or an authorized foreign limited liability company; or
    • a domestic corporation or a foreign corporation authorized to do business in the state.

    Couldn't Legal Documents be Sent Directly to Me?

    Legal and official documents can be served personally on a defendant at his or her home address or on the CEO of a corporation within the jurisdiction. If service has already been completed, it would not be necessary to also serve a copy upon the registered agent. However, copies of important documents – especially a summons and complaint - are almost always sent to the registered agent as a backup plan. Doing so ensures that there is no doubt that the party was served properly and cannot later complain in court about improper service of process.

    Benefits of Having a Registered Agent

    • A registered agent may be required by law, such as being a prerequisite for incorporation.
    • Changes of address are less costly, more convenient and legal paperwork and filing costs can be avoided.
    • The public address for a company (such as in a website terms of use) can be the address of the agent, keeping personal addresses private.
    • Legal papers, such as a summons and complaint, personally served at a business office can have an undesirable effect on staff and employees that witness the event.
    • An attorney can serve as a registered agent and provide additional services in synergy with an existing business.

    Secretary of State as Agent

    In many states, such as New York, the Secretary of State is also automatically appointed as the statutory agent for service of process on most business corporations, not-for-profit corporations, limited liability companies, limited partnerships, and limited liability partnerships formed in the State ("domestic entities"). This designation may also be required for corporations, not-for-profit corporations, limited liability companies, limited partnerships, and limited liability partnerships which were formed in jurisdictions other than this State and which filed applications for authority to do business or conduct activities in this State ("authorized foreign entities"). Each state has its own instructions on how to serve process on the Secretary of State as agent for a domestic or authorized foreign entity. Papers served on the Secretary of State are forwarded to the company address on file. The purpose of such an appointment of a government entity being able to accept service on behalf of a business organization is to ensure that every company registered to do business within the State cannot avoid service. The onus is on the business organization to keep its address current with the state government.
    Business, Corporate & Nonprofit Law:
    Corporate Law

    Michael M. Wechsler

    Michael M. Wechsler
    Michael M. Wechsler is an experienced attorney, founder of TheLaw.com and of-counsel to Kaplan, Williams & Graffeo, LLC. He was also an SVP and chief Internet strategist at Zedge.net and legal consultant at Kroll Ontrack, a leading service e-discovery and computer forensics service provider.

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