CORPORATE TRANSACTIONS & COMPLIANCE BLOG

What is an Agent for Service of Process? Depends on Your Business

By: Mark Thomas, COGENCY GLOBAL on Wed, Nov 25, 2020

Agents for Service of Process - Process Agent - Registered Agent - Special Agency AppointmentIn the representation and compliance business, the phrase ‘agent for service of process’ comes up quite frequently. It’s a broad term used to denote which individual or company is officially responsible for accepting legal documents on a company’s behalf.

There are different terms used for agents for service of process, depending on the context of the agent’s appointment. We’ve outlined a few common examples below.

What is a Process Agent?

In cross-border loan transactions, lenders will often require the appointment of a U.S.-based process agent to receive service of process (SOP) on behalf of a foreign borrower. The loan and/or note agreement governing the transaction will spell out the identity and location of the process agent. Naming a process agent gives the lender comfort that, in case of a default, service on the foreign borrower can be completed in the United States.

For more information, read our white paper What is the Role of a Process Agent?

What is a Registered Agent?

A company that is forming or qualifying to do business in a certain jurisdiction often must appoint a registered agent to receive SOP on behalf of the company in that jurisdiction. The registered agent serves as a legal address where someone is physically available during normal business hours to receive official notices and documents from the state.  Failure to maintain a registered agent can lead to penalties or even revocation of a company’s authority to do business in a given jurisdiction.

Note that some states in the U.S. distinguish further between commercial registered agents and non-commercial registered agents

What is Special Agency?

A special agency arises when a unit of government requires an agent for service of process as part of its own registration process. An out-of-state company registering with a Department of Insurance, Department of Transportation, Attorney General’s office, or similar government agency will often be called on to appoint an agent for SOP located in the jurisdiction. This appointment is separate and distinct from the appointment of the registered agent with the Secretary of State.

Here is a sampling of some of the agencies/industries that require a special agency appointment:

  • Alarm Systems
  • Alcoholic Beverage Control
  • Appraisal Management
  • Department of Banking
  • Collection Agency
  • Contractor’s Board
  • Department of Insurance
  • Employee Leasing
  • Department of Finance/Financial Institutions
  • Federal Motor Carrier Safety Administration (BOC-3 Registration)
  • Department of Labor
  • Mortgage Lending/NMLS
  • C.T. Act/Federal Tobacco Regulation
  • Board of Pharmacy
  • Public Service Commission
  • Public Utility Commission
  • Securities and Exchange Commission
  • Staffing – Conduit
  • State Tobacco Regulation
  • Telemarketing

As the seat of the U.S. federal government, special agency appointments are especially common in Washington D.C.

Determining Which Type of Agency is Needed

Below are a few helpful examples to illustrate when you may need to appoint a registered agent, process agent or special agency.

Types of Agents for Service of Process

Still have questions about which kind of agent for service of process you may need? Get in touch with our team.

 

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

Topics: Registered Agent, Process Agent, Special Agency Representation