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Registered Agents

July 11, 2011

Every state in the Union requires that every business entity must maintain, in every state where it does business, a registered agent. A registered agent is a person, or business, who has a valid, physical address, and who will accept service of process on behalf of the company. The reason for this is very logical: states have decided that, as a policy, every business that wants to come into their state must provide valid contact information, so the state and others can get hold of the company.

A domestic company will generally provide its own registered agent. For example, a Wyoming LLC which has a storefront in Cheyenne, Wyoming, will probably provide its storefront business address as the address for the registered agent, and will give the name of an officer as the actual registered agent. Many businesses will use their attorney as their registered agent. This, too, makes sense, since the attorney will probably be asked to deal with anything the company is served with.

A foreign corporation (or LLC) (meaning a company created in one state, but doing business in another state) will have a problem here, since it will not necessarily have a physical business address in the state. For these companies, every state permits commercial registered agents to help out. In Wyoming, a commercial registered agent is a business who acts as a registered agent for 10 or more companies, and is registered with the state. The commercial registered agent must maintain a valid, physical address in the state, and must have someone physically present at that address.

A commercial registered agent acts essentially as a sort of mail forwarding service for specialized types of communications. When a subpoena, lawsuit, official government agency notice, etc., is sent to the registered agent, he (or she, or it) must accept it on behalf of the company, and must then immediately forward it to the company. The law will presume that delivery to the registered agent is successful delivery to the company, and the company is deemed to have notice of the document.

A commercial registered agent may be the registered agent for hundreds, or thousands, of businesses. Envision what the commercial registered agent’s office must look like: a room stacked high with cubbyholes or mailboxes, each one dedicated to a specific company. Logistically, it is a simple matter to also provide the businesses with a local business address that they can put on letterhead and business cards. The same setup can also be used for regular mail forwarding. Many companies forward mail the old-fashioned way – they collect mail deliveries, sort them into mailboxes, and then forward the mail on some regular basis. Others will open the mail, scan it and e-mail it to the client, but they still have to do something with the actual mail, so they sort it and send the hard copy on to the client also. Where companies use these services, it is easy for thousands of businesses to have a similar business address, differing only by a suite number.

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