CORPORATE TRANSACTIONS & COMPLIANCE BLOG

Avoid Big Problems: Keep Contact Information Current with Your Registered Agent!

By: Colleen A. DeVries, COGENCY GLOBAL on Thu, Dec 29, 2022

What this is – There is a reason you are constantly asked to update your address information when filling out forms, applications or when maintaining an ongoing relationship with a business provider. If your information isn’t current, the communication lines break down, and time sensitive documents or information may go to the wrong place – at the wrong time.

What this means – This is especially important for registered agents, who handle time sensitive legal documents and official state notifications. You certainly don’t want that information going to an outdated address or the wrong contact at your company.

How many times have you completed forms to update your contact information at your doctor’s office or when the new school year begins only to mumble under your breath, "Don't they already have this information?"woman_conducting_judgement_lien_and_lis_pendens_search_in_county_records-1

Actually, there is a method to this madness. Doctor’s offices and schools want to be certain that they have the current emergency contacts in their records to ensure proper and prompt communication. When you name a registered agent, it’s equally important that they have up-to-date contact information to ensure that you receive time-sensitive documentation and notices as quickly as possible.

Below is a brief description of the categories of contacts registered agents require, the frequently designated contacts for each category and potential consequences if the contact information is incorrect.

Service of Process Contact

  • Registered Agent Role
    • To receive and forward legal documents, such as notice of a lawsuit in the form of a Summons & Complaint and other court papers (a/k/a Services of Process or “SOP”).

  • Frequently Designated Contacts
    • General Counsel or member of legal team at the company, or outside counsel at law firm that represents the company (or all).

  • Consequences if Contact Information is Not Current
    • If the SOP contact on record with the registered agent is not the correct person, this could cause a delay in the company’s response to the action within the required timeframe (often 20 – 30 days to provide an answer).

    • If the answer date deadline is missed, a default judgment can be filed against the company.

Tax Contact

  • Registered Agent Role
    • To receive and forward official correspondence (i.e., annual report and franchise tax notices of upcoming due dates) in all states where your company is qualified to do business.

  • Frequently Designated Contacts
    • CFO, Compliance Officer, General Counsel, Paralegal or other member of the tax or legal team.

  • Consequence if Contact Information is Not Current
    • Important annual report and/or franchise tax payment due dates may be missed resulting in the loss of good standing or active status in a state and eventual revocation of the authority to conduct business.

Communications Contact

  • Registered Agent Role
    • As required by statute, to have a communications contact on record who is authorized to receive communications from the registered agent in a number of states, including Delaware, Indiana, Kentucky, Nevada, Oklahoma and Wyoming.
    • Generally, these states require the contact on record with the registered agent to be a “natural person” who either is an owner, manager or officer of the company or knows who to contact should there be a request for the names and addresses of owners, managers or officers.
    • This contact may be contacted by law enforcement if there are questions about the entity or its beneficial owners.
  • Frequently Designated Contacts
    • In Delaware, the contact must be a natural person who knows how to contact the appropriate businessperson at the company who can provide the names and address of the company’s owners.
    • In Wyoming, the contact must be a natural person who is an officer, director, limited liability company member or manager, managing partner, or trustee of the company.
    • The other states noted that require the designation of a communications contact also intend that the individual natural person named will be able to provide contact information of the owners of the company.

  • Consequences if Contact Information is Not Current
    • If not provided, the agent is required to resign to protect its authority to serve as agent in the jurisdiction(s).
    • If careful consideration is not given to the choice of this contact, then you may find that an unauthorized or unqualified person at your company may be contacted by law enforcement.

Billing Contact

  • Registered Agent Role
    • Your registered agent will send annual renewal invoices for active appointments in jurisdictions your company is registered or qualified and that you continue to conduct business in.
    • Upon notice of an annual renewal invoice, should any company in any state no longer be doing business, your registered agent can assist with the dissolution or withdrawal which will terminate the legal existence of the company in such state.

  • Frequently Designated Contacts
    • Controller, Paralegal, Accounting Administrator

  • Consequences if Contact Information is Not Current
    • If annual renewal invoices do not get to the right contact and are not paid on time, the registered agent may resign causing the termination of the company in the jurisdictions where the annual renewal payment to the registered agent was not made.

The frequently designated contacts above are an illustration of who you may consider designating, but there is flexibility in your choice, except for the Communications Contact where the statutes have certain requirements.  The key consideration is to give some thought to who is provided as the contact for each of these categories and, as important, ensure you update your registered agent if there is any change in contacts for any of the categories listed above.

As you can see, there are some pretty serious consequences when your registered agent is not provided with the right contacts for each type of communication. So the next time you are asked to complete forms to update contact information with your registered agent (or doctor or school), remember that there are good reasons for the request and it is to your benefit to do so!

FAQ

Is the registered agent address public?

Yes, your registered agent address is part of the public record in any state you have formed or qualified your company to do business.

Do I need to do anything after I appoint a registered agent?

The registered agent will need to be aware of the appointment to ensure that current contact information is on record for the entity. In most cases, the agent will require a contact name for legal communications official state correspondence (i.e., franchise tax notices) and renewal billing purposes. Not only is this information often statutorily required, but the lack of this information could result in costly delays for the company in the event that legal documents or annual report notices are received by the registered agent. You can read more about that in our article “The Importance of Notifying the Registered Agent When Filing Directly In a State”.

What would prompt me to consider changing my registered agent?

As noted above, the responsibility of your registered agent is to deliver important time sensitive legal notices and official correspondence from states your companies are registered in. In addition, your registered agent can also become a partner to assist you with maintaining your companies during the life cycle of their business (i.e., assisting with state filings to change the name of the company, increase authorized shares, merge or dissolve the company when no longer needed). If you have concerns about the timeliness of delivery of time sensitive legal documents or state notifications and/or your registered agent is not a partner to help you manage you portfolio of companies, then it makes good sense to consider changing your registered agent.

How hard is it to change a registered agent?

Actually, it’s not hard at all. There are three easy steps you can take to change a registered agent, which you can discover here. It’s also a good idea to review how your registered agent is performing every year and see if you need a change. 

This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.

 

Topics: Registered Agent