Also known as: registered agents · resident agent · statutory agent
Written by attorneys — see sources below.
A person or entity designated by a business organization to receive service of process and official communications in the state where the organization is formed or registered. The designation requires the agent's consent and a physical business address in the state. Statutes require the name and address of the registered agent to appear in formation documents such as articles of incorporation or certificates of organization.
Rajesh Rao prepares articles of incorporation for Riverfront Developments. He lists the street address of a downtown office building as the registered office and names an individual whose business office is located there as the initial registered agent. The secretary of state accepts the filing because the required information about the initial registered office and agent appears in the articles.
Riley Rivera and Renee Rogers file a certificate of organization for an LLC but leave out any reference to a registered agent. The filing office accepts the document anyway. Because the certificate lacks the required name and addresses of the registered agent, the LLC is not validly formed under the statute.
Roberto Reyes forms a limited partnership and designates Regina Robinson as registered agent in the certificate. Robinson has a place of business in the state and has consented to the role. The designation affirms that consent and satisfies the requirement that every limited partnership maintain a registered agent.
Redwood Bank files a statement of change to update its registered agent. The new agent is a domestic corporation whose business office matches the bank's registered office in the state. The filing keeps the bank in continuous compliance with the requirement to maintain a registered agent.
A plaintiff sues a foreign valve manufacturer after an injury in Illinois. The manufacturer has a registered agent in Ohio. Service on that agent satisfies the requirements for obtaining jurisdiction over the nonresident corporation.
Phyllis Gray brought an action for damages in the circuit court of Cook County against Titan Valve Manufacturing Company and American Radiator & Standard Sanitary Corporation after a water heater exploded and caused her injury. The complaint alleged that Titan had negligently constructed the safety valve and that this negligence proximately caused the injuries. Titan, a foreign corporation with its principal place of business in Ohio, had the valve incorporated into the heater by American Radiator in Pennsylvania before the completed product entered commerce and reached an Illinois consumer. Titan maintained no physical presence in Illinois and sold the valves to American Radiator outside the state. Process was served on Titan’s registered agent in Cleveland, Ohio. Titan appeared specially, filing a motion to quash service supported by an affidavit asserting that it conducted no business in Illinois and had no agent present there. American Radiator answered the complaint and asserted a cross claim against Titan, alleging that Titan had provided warranties and that Titan should indemnify American Radiator if the latter were held liable to Gray. The circuit court granted Titan’s motion, dismissing both the original complaint and the cross claim. Gray appealed the dismissal directly to the Supreme Court of Illinois.
View caseA lessor and lessee agree in their equipment lease that a named individual will serve as agent for service of process. The lessee later disputes whether the individual consented to the role. The Supreme Court holds that the contractual designation is effective when the agent has in fact consented.
In 1961 Steve and Robert Szukhent, father and son farmers residing in Michigan, obtained two incubators from National Equipment Rental, Ltd. under a lease. National Equipment Rental is a Delaware corporation whose principal place of business is in New York. The lease was a standard printed form less than a page and a half long that contained eighteen numbered paragraphs. The final numbered paragraph, printed in the same type as the rest of the document and appearing immediately above the Szukhents' signatures, stated that the lessees designated Florence Weinberg, 47-21 Forty-first Street, Long Island City, New York, as agent for the purpose of accepting service of any process within the State of New York. The Szukhents had never met, seen, or heard of Florence Weinberg before the lawsuit. In 1962 National Equipment Rental filed a complaint in the United States District Court for the Eastern District of New York alleging that the Szukhents had failed to make any of the periodic payments required by the lease. The marshal delivered two copies of the summons and complaint to Florence Weinberg. On the same day she mailed the summons and complaint to the Szukhents by certified mail together with a letter stating that the documents had been served upon her as their agent pursuant to the lease. National Equipment Rental also notified the Szukhents of the service by certified mail. The Szukhents moved to quash service. The District Court granted the motion. The Court of Appeals for the Second Circuit affirmed. The Supreme Court granted certiorari.
View caseFormation documents must state the name of the registered agent and the street and mailing addresses of the agent's office in the state. The agent's business office must be identical to the entity's registered office.
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No. A certificate or articles that omit the required registered-agent information remain defective even if the filing office accepts them. The statute conditions valid formation on inclusion of the agent's name and addresses.
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Yes. The designation of a registered agent constitutes an affirmation that the agent has consented to serve. An individual or entity that has not consented cannot validly act as registered agent.
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The agent must supply both a street address and a mailing address in the state. A post-office box alone does not satisfy the street-address requirement.
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…safety valve; and that the injuries were suffered as a proximate result thereof. Summons issued and was duly served on Titan’s registered agent in Cleveland, Ohio. The corporation appeared specially, filing a motion to quash on the ground that it had not committed a tortious act in Illinois. Its affidavit stated that it does no…