Registered Agent Requirements
A key component of any business enterprise is the designation of a proper registered agent. While the registered agent has a limited role within the structure of a business venture, it is an essential one. Therefore, when a business is in the process of identifying and appointing an individual (or other business entity) to be the registered agent, it is incumbent that such an individual or entity fully satisfy all of the statutory requirements for this position. The failure to appropriately appoint such an individual or entity that meets the necessary requirements can have seriously negative consequences for the business itself.
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Definition
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As a prelude to understanding the specific registered agent requirements, it is essential to have a clear and concise understanding of the definition of "registered agent" as it is utilized today. A registered agent is an individual or a business duly designated by operation of law to accept and receive service of process on behalf of a business enterprise. Service of process consists of those documents that are served on a company (normally the summons and complaint or petition) when that entity is sued. Oftentimes, the attorney for a business will be designated as the registered agent. If an individual is designated as the registered agent, that person must be of lawful age.
Basic Requirements
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Although there are differences in the laws from state to state regarding the basic requirements to be a registered agent, common to these jurisdictions is the requirement that a registered agent be an actual resident of the state. In all 50 states, an officer of the corporation can be designated as the resident agent. In many states, if the company is doing business but not headquartered in the state, a third party--either an individual or another business (a law firm, for example)--can be the registered agent. The registered agent must be named in the legal documents organizing the business.
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Function
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A person or business entity (as permitted by law) designated as a resident agent also is required to satisfy the responsibilities delegated to that individual or entity by operation of law. Specifically, this individual or business entity is required to accept service of process and to convey that summons and petition or complaint to the appropriate authority within a particular business in a timely manner.
Effects
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If the registered agent performs the required duties in a timely manner, the business enterprise will have prompt and appropriate notification that a lawsuit has been filed and is pending. The business will be able to protect its legitimate interests in a court of law. However, if a registered agent fails to act as required, a default judgment can be entered against that company in court. That judgment will be difficult to have set aside because service--or notification of the lawsuit--will have been made properly.
Designation
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The designation of a registered agent normally is made within the confines of the legal document that established the business. For example, if the business is a corporation, the registered agent will be named in the articles of incorporation themselves. In fact, it is impossible to file articles of incorporation with the secretary of state or other appropriate authority without specifically designating a registered agent.
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