Written by attorneys · grounded in primary & secondary sources — see below
A person or entity who has a place of business in the state and is appointed by a business organization to receive service of process and official communications on the organization's behalf.
Sources & Authorities
How it applies
Common Examples
6
Articles List Initial Agent
Raphael Rivera and two colleagues prepared articles of incorporation for Redline Automotive in State A. The articles named an individual whose business office matched the listed registered office as the initial resident agent. The secretary of state accepted the filing and the corporation began operations with that designation in place.
LLC Certificate Names Agent
Rhea Reynolds formed Rocky Mountain Mining LLC and filed its certificate of organization. The certificate supplied the name and in-state street and mailing addresses of an individual resident agent whose business office was located in the state. The filing became effective and the LLC commenced business activities.
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Uniform Acts
Model Codes
Dictionaries
Partnership Designates Agent
Riverfront Developments LP registered as a foreign limited partnership in State B. It designated and maintained a resident agent who had a place of business in the state and had consented to the appointment. The designation remained on file while the partnership conducted operations there.
Corporation Maintains Agent
Royal Crest Hotels filed a statement identifying an individual resident agent whose business office coincided with the corporation's registered office in the state. The corporation kept that agent continuously in place to accept service of process and official notices.
Foreign Corporation Appoints Agent
Ravi Reddy's out-of-state manufacturing firm sought to avoid tolling of the limitations period in State C. The firm appointed a resident agent in the state and thereby became subject to general jurisdiction for claims unrelated to its local activities.
Bendix Autolite Corp. v. Midwesco Enterprises, Inc.486 U.S. 888 (1988)
Corporate Officer Serves as Agent
Rita Russell incorporated Mount Vernon Development Corporation and listed herself as its resident agent in the formation documents. Investigators later obtained a search warrant for the corporation's office by serving process on her in that capacity.
Andresen v. Maryland427 U.S. 463 (1976)
Common questions
Frequently Asked
4
Must a resident agent maintain a physical place of business in the state?+
Yes. Uniform acts require the resident agent for a limited liability company or limited partnership to have a place of business in the state. This ensures reliable receipt of service and official communications.
Supporting sources
What happens if a business entity ceases to have a resident agent?+
The entity may be served by registered or certified mail addressed to its principal office as shown in its most recent annual report. Service is effective on the earliest of several listed dates.
Supporting sources
Does designation of a resident agent require the agent's consent?+
Yes. The designation constitutes an affirmation that the agent has consented to serve. Without consent the designation is ineffective.
Supporting sources
Can a corporation change its resident agent after formation?+
Yes. A corporation may file a statement of change with the secretary of state that identifies the current agent and sets forth the new agent or office information.
Supporting sources
427 U.S. 463 (1976)Criminal Procedure
…office and the separate office of Mount Vernon Development Corporation, of which petitioner was incorporator, sole shareholder, resident agent, and director. The application sought permission to search for specified documents pertaining to the sale and conveyance of Lot 13T. A judge of the Sixth Judicial Circuit of Montgomery…
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