A look at why registered agents ask for a ‘communications contact’ for companies they represent, in addition to service of process, tax and billing contacts.
Anyone who has worked in a law firm or in-house legal department (or like me, at a registered agent company) understands the importance of providing the correct contact information for service of process (SOP), tax and billing contacts at when a company is formed or qualified. Equally important is updating that information any time those contacts change, such as when someone switches roles or leaves the company.
In addition to those contact roles, registered agents also request information for a ‘communications contact’. I’d like to walk through why we ask for that information and how it may be used.
Increasing Demands for Transparency
Registered agents ask for a communications contact as a result of increasing demands for business ownership transparency around the globe.
In the U.S., legislators, law enforcement and special interest groups have actively pursued federal legislation for requiring business entities to disclose the names of their beneficial owners to state officials during the entity formation process and to update that information as changes occur. Law enforcement has had particular interest in this as an entity’s registered agent may have no information on the entity beyond the public filings already available on the public record when legally compelled to respond.
Introducing the Communications Contact Requirement
Delaware was one of the first states to take action. Effective January 1st, 2007, Delaware domestic and foreign corporations, limited liability companies (LLCs) and limited partnerships (LPs) are required to appoint a communications contact. As a result, registered agents are required to maintain the following information for the ‘natural person’ serving as the entity’s communications contact and may resign if they are not given this information:
- Contact Name
- Business Address
- Business Telephone Number
Registered agents that are unable to provide communications contact information face possible enforcement actions.
Following Delaware, similar legislation with communications contact or records maintenance requirements has been enacted in Wyoming (2009), Kentucky (2011), Indiana (2014), Nevada (2015) and Oklahoma (2017).
Delaware strengthened its legislation in August 2014, adding provisions requiring LLCs and LPs to maintain a current record that identifies the name and last known business, residence or mailing address of each member or manager/partner. The designated communications contact is required to know or know how to contact the members/partners, should there be a request by the government for that information.
In 2019, Delaware revisited the communications contact requirements yet again.
Effective August 1st, 2019, Certificates of Resignation filed by a registered agent must include the last known information for an entity’s communications contact. Note that the communications contact information included in the Certificate of Resignation will not be deemed public. The communications contact information is intended to aid Delaware in good faith attempts to direct and forward SOP or handle any other legal issues that may arise for a specific entity.
Communications Contacts and Law Enforcement
While this sounds like an issue that mostly concerns registered agents, there is good reason for companies to be familiar with communications contact requirements, particularly how this information can be used. If there are ever questions about an entity or its beneficial owners, the legislation in Delaware (as well as Wyoming, Kentucky, Indiana, Nevada and Oklahoma) allows for law enforcement to contact that listed party.
Companies registered to do business in these states should carefully consider who will act as their communications contact. Always make sure this designation, along with SOP, billing and tax contact information, is up to date with your registered agent.
This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.