What this is: The phrase ‘agent for service of process’ is a term used to describe which individual or company is officially responsible for accepting legal documents on a company’s behalf.
What this means: There are different terms used in the representation and compliance business that differ depending on the context of the agent’s appointment, and making sure you select the right representation is critical.
In 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.
Need a process agent? Visit our process agent page to learn how you can appoint one fast.
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:
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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.
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Registered Agent |
Process Agent |
Special Agency |
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What is it? |
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| An agent appointed in public documents for entity formation. | An agent appointed in a private contract. | An agent appointed in government registration, other than entity formation. |
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When is it required? |
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| Public record filing with Secretary of State (SOS) or equivalent office. |
Loan Agreement |
Registering with Dept. of Insurance, Dept. of Transportation, Attorney General's Office, Real Estate Board, etc. |
Still have questions about which kind of agent for service of process you may need? Get in touch with our team.
FAQS
Why are New York and the UK the most popular jurisdictions to appoint a process agent?
New York and the United Kingdom are often common choices due to each jurisdiction’s recognised body of commercial law and established precedent in large financial transactions. The choice of either New York or English law can provide a degree of predictability, fairness, neutrality and justice for the resolution of any potential dispute. Read more here.
Which government agency registrations in DC require special agency representation?
Two of the most common special agency appointments in DC are with the Federal Motor Carrier Safety Administration (FMCSA) and the Federal Communications Commission (FCC).
The primary mission of the Federal Motor Carrier Safety Administration, a division of the US Department of Transportation, is to prevent commercial motor vehicle-related fatalities and injuries. The Federal Communications Commission (FCC), an independent US government agency overseen by Congress, regulates interstate and international communications by radio, TV, wire, satellite and cable.
How do I know which registered agent to select?
Registered agent fees can vary significantly between service companies you may talk to. When comparing registered agent services, it might look like you’ll save a lot of money by going with a particular company, but you’ll want to make sure that you are comparing ‘apples to apples’:
- What does the price include?
- Are there any extra costs for each service of process received?
- Are there any value-added ‘perks’, such as free annual status checks or free access to an online entity management system?
- Will I have the support of individuals in the company that I can speak to and work with directly when I need assistance on a project or have questions?
Read more here.
This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.
