Statutory Agent: Everything You Need to Know
A statutory agent, also known as a registered agent or resident agent (depending on the state where your business is located), is a person or company that a business designates to receive legal documents and important mail on its behalf.3 min read
2. Service of Process Definition and How It Affect a Business
3. Consequences of Not Having a Registered Agent
A statutory agent, also known as a registered agent or resident agent (depending on the state where your business is located), is a person or company that a business designates to receive legal documents and important mail on its behalf.
What Is a Registered Agent?
A statutory, or registered, agent can receive the following on behalf of a business:
- Legal documents
- Service of Process
- Lawsuit notice
- Other important state communications
A statutory agent can also take paperwork for the annual renewal of the company's charter. A third party (such as a service company or lawyer) or one of the company's members can take on the role of the registered agent.
All LLCs and corporations must have a registered agent residing in the state where the business was formed and in all states where they're registered to do business. If you don't have a registered agent, your company or its owners can face serious penalties.
Service of Process Definition and How It Affect a Business
The word “service” refers to the delivery method of legal documents. These may include the following:
- Personal delivery
The word “process” refers to the documents themselves. This includes the following:
- Official state correspondence
- Subpoenas for records
- Wage garnishments
If you don't have a registered agent to receive service of process, your company can still be sued. The court can obtain jurisdiction another way. When a business doesn't get a lawsuit notice in a timely fashion, it can be difficult to mount a sufficient defense.
Registered agents can also receive the following mission-critical documents:
- Litigation documents, including motions and requests to produce documents
- Notice of garnishment proceedings against an employee
- Legal notices
- Government correspondence, including notification of deadlines for annual reports and tax-related notifications
- Other compliance-related documents
The documents that a registered agent may receive are different, but the common thread that ties them together is that each contains very important time-sensitive information. If you fail to respond to certain service of process, your company may be terminated or suspended. If you fail to respond to a legal notice (for example, a lawsuit), you might end up getting a default judgment instead of appropriate relief.
Consequences of Not Having a Registered Agent
When you first incorporate or form a new LLC, you must appoint someone as your initial registered agent. Your Articles of Organization or Articles of Incorporation won't be approved by the state if you don't do so.
If you don't have a registered agent, your business could run the risk of falling out of "good standing" with the state where it's registered. This can have serious implications for your business. You might be unable to bring a lawsuit, expand your business into other states, or get the necessary financing to expand.
Other consequences of not having a registered agent include the following:
- License revocation
- Inability to enter into legal contracts
- Inability to gain access to the state's court system
Your business's current registered agent should be listed on your company's annual report. Most states make this a requirement. A business must maintain this agent in its home state and any state where it's registered to do business. If your resident agent changes, you're expected to file a form outlining that change.
Failure to have a registered agent puts your company at risk of not receiving important documents and information. Your company, and possibly you personally, could face penalties and fines for noncompliance.
The state could dissolve your business, leaving you without the protection that a limited liability status gives you, including exposure to business creditors. In many cases, you may be able to remedy a dissolution, although you shouldn't expect this to happen if too much time has passed.
Keep your business in good standing and avoid potentially serious legal problems by having the proper statutory or registered agent for your business. You can usually find all the information you need at your Secretary of State office in your state.
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