A common type of business organization is the corporation, which is established pursuant to the laws of each of the 50 states. Although there is some variation in the corporation code from one state to another, the basic provisions of these laws is similar across the country, according to "The Law of Corporations: In a Nutshell" by Robert W. Hamilton. One universal aspect of U.S. corporate law is the requirement to designate a registered agent.
The primary function of a registered agent, also known as an agent for service of process, is to receive a summons and petition on behalf of the corporation should a corporation be part of a lawsuit. The registered agent must maintain an actual physical address in the state, not merely a post office box.
A registered agent can be an individual, including a specific officer or employee of the corporation, or be a firm or other business, such as a law firm. Indeed, there are business established in all states that exist merely to serve as the registered agents for a variety of corporations.
One of the associated responsibilities of the registered agent is to deliver the summons and petition for a lawsuit to the appropriate corporation official in a timely manner. If the registered agent fails to satisfy this obligation, the corporation can seek reimbursement from her for any losses sustained by not responding to a lawsuit in a timely manner.
Filing with Secretary of State
Current information about the name and the location of the registered agent must be maintained at the office of the secretary of state. The secretary of state is the primary source of information for a person or business desiring to sue a corporation. Failure to maintain current information about the registered agent can result in the corporation losing its legal authorization to transact business.
A common misconception about a registered agent is that a corporation needs only one, no matter how many states it does business in. The reality is that a corporation, no matter its size, cannot lawfully do business in any state without first designating a registered agent with the secretary of state.
- "The Law of Corporations: In a Nutshell"; Robert W. Hamilton; 2000
- "Business Organizations and Corporate Law"; Neal R. Bevans; 2006
- "Corporation Law"; Stephen M. Bainbridge; 2008
- The businesswoman reads documents and speaks by phone. image by Andrey Andreev from Fotolia.com