Also known as:local agents · resident agent · registered agent
Written by attorneys · grounded in primary & secondary sources — see below
A person or entity authorized to receive service of process and official communications for a business organization within the state. The designation requires the agent to maintain a place of business in the state and to consent to the role. Statutes mandate that formation documents identify the agent and that the entity continuously maintain one.
Sources & Authorities
How it applies
Common Examples
6
Articles List Initial Agent
Lumen Capital prepared articles of incorporation naming Leo Lynch as its initial registered agent at the company's downtown office address. The filing office accepted the articles only after confirming that Lynch's business office matched the listed registered office. Corporate existence began upon filing, and Lynch became responsible for receiving any state notices or lawsuits directed to the corporation.
Certificate Omits Agent Details
Maria and Lewis filed a certificate of organization for their advisory LLC but left the registered-agent section blank. The filing office accepted the document, yet the statute required the name and state addresses of the registered agent for formation to occur. Because the certificate lacked this mandatory information, no LLC came into existence and the organizers remained personally exposed to contract claims.
Select any source to read its text and confirm it supports the definition.
Uniform Acts
Model Codes
Dictionaries
Partnership Designates Out-of-State Agent
MedPartners LLP listed Kent as registered agent in its State A filing and later opened a temporary clinic in State B. After closing the clinic, Kent stated he had never consented to serve in State B and that any prior designation had ended. Service of a malpractice complaint on Kent in State A therefore failed to confer jurisdiction over the partnership in State B.
Corporation Maintains Required Agent
Lakewood Manufacturing listed its registered office at a commercial building and named an in-state individual whose business office was located at the same address. The corporation thereby satisfied the continuous-maintenance requirement and ensured that any service of process would reach the proper location. Failure to keep both the office and agent in place would expose the corporation to administrative dissolution.
Service Through Local Agents
A foreign insurer faced a state suit after reinsurers appointed a registered agent in the forum state to comply with permit rules. Plaintiffs served the reinsurers by delivering process to that agent at its in-state business office. The court examined whether this service satisfied the statutory requirement that the agent maintain a place of business in the state.
Home Insurance Co. v. Dick281 U.S. 397, 407, 408
Public Funds Handled by Local Agents
A public official supervised local funds distributed through agents operating in the community. The entity maintained a registered agent with a place of business in the state as required by formation statutes. Service of process on that agent was effective because the designation affirmed consent and continuous maintenance.
Rosenblatt v. Baer383 U.S. 75 (1966)
Common questions
Frequently Asked
3
What information must formation documents include about the registered agent?+
Formation documents must state the name of the initial registered agent and the street and mailing addresses of the registered office where the agent is located. The agent must consent to the appointment, and the designation affirms that consent. Omitting this information prevents formation under the applicable statutes.
Supporting sources
Must the registered agent's business office be identical to the registered office?+
Yes. The statute permits an individual resident agent only when that agent's business office is the same physical location as the entity's registered office. A state-agency address where the individual works in another capacity does not satisfy the requirement.
Supporting sources
What happens if a limited partnership ceases to have a registered agent?+
The partnership may be served by mail at its principal office address shown in the most recent annual report. Service becomes effective on the earliest of the dates specified in the statute. The partnership must promptly designate a new agent to restore normal service procedures.
Supporting sources
281 U.S. 397, 407, 408Conflict of Laws
…of the risk which it had assumed. The garnishees are New York corporations. Upon them, service was effected by serving their local agents in Texas appointed pursuant to Texas statutes, which require the appointment of local agents by foreign corporations seeking permits to do business within the State. The controversy here…