When you form a business entity, you will most likely encounter the need to designate a “registered agent.” What is the purpose of a registered agent and who should serve as one? Consider the following…
Role of a registered agent…
A registered agent is the person an entity designates to receive “official” state communications including, very importantly, reminders to file annual reports and pay annual report fees. In addition, the registered agent is, as a matter of law, authorized to accept service of court documents (e.g., a summons and complaint) on behalf of the entity.
Considerations for the businessperson…
Most typically, the registered agent is identified on the entity’s formation document (e.g., Certificate of Formation or Certificate of Incorporation). Generally, any natural person of the age of majority or a corporate entity may serve as a registered agent, provided the person or entity has an address within the state where the entity is formed.
An owner of a business entity may serve as the entity’s registered agent and an owner may designate her home address as the registered office address. However, it is important to note that the address of the registered agent is a matter of public record. Although one’s home address is rarely confidential, a business owner may prefer not to further disclose her home address.
If a third party will serve as registered agent, the business owner should select someone who will diligently forward all communications to the entity. There are many third-party corporate service companies that offer registered agent services. Such companies will likely be reliable but, of course, they charge a fee for the service.
State records should be updated if the registered agent’s address changes or the registered agent is no longer able or willing to serve. Updating the records can often be done online easily and inexpensively. It may seem ministerial, but it is important. For example, without receiving a reminder from the state, an entity can easily forget to file annual reports and pay the required filing fee—which could ultimately result in the revocation of the entity’s charter and its authority to do business.
Although the role of a registered agent is somewhat limited, there are important factors to consider when utilizing a registered agent for your company. Please feel free to contact me if you have questions about registered agents.
Barry F. Gartenberg, L.L.C.
Attorney at Law
505 Morris Avenue, Suite 102
Springfield, New Jersey 07081
DISCLAIMER: This BLOG post is provided solely for the general interest of the reader. It is not legal advice or opinion. Legal advice and opinion are provided by the firm only upon engagement with respect to specific factual situations.