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Texas Registered Agents (Monday, November 20, 2017)

  Your Registered Agent

You’ve decided to open your own business.  You are prepared to file your chosen business form with the Texas Secretary of State to formalize your business.

 

However, you must select a registered agent.  Who should you pick?  What does a registered agent do? These are important questions that must be answered before you start your business enterprise.

 

Who’s Your Agent?

Every business that has filed in Texas is required to designate and continuously maintain a registered agent and a registered office. 

Check out our Business Structure Series Blogs for an overview of which entities are considered “filing entities” in Texas.

—See Designation & Maintenance of Registered Agent & Registered Office—Tex. Bus. Org. Code § 5.201(a)

 

The registered agent is the agent of the business whose purpose is to receive service of process, notice, or demand on behalf of the business.  The registered agent may be an individual or an organization capable of receiving these items in the state of Texas.

—See Designation & Maintenance of Registered Agent & Registered Office—Tex. Bus. Org. Code § 5.201(b)

 

Additionally, the registered office must be located at a street address where process may be served personally on the registered agent.  This address may not be solely a mailbox service or a telephone answering service.  This means that the address of the registered agent must be such that a person is there and available during regular business hours.

—See Designation & Maintenance of Registered Agent & Registered Office—Tex. Bus. Org. Code § 5.201(c)-(d)

 

What if My Agent Does Not Consent?

When the business designates or appoints a person as registered agent, the business essentially affirms that the person named as registered agent has consented to serve as the registered agent.  It is prudent to discuss the appointment with the person or entity that you wish to appoint as the registered agent.

—See Consent to Serve as Registered Agent—Tex. Bus. Org. Code § 5.2011

 

However, a person designated or appointed as the business’s registered agent without his consent may terminate the appointment or designation by filing a statement of rejection of appointment with the Secretary of State.

—See Rejection of Appointment—Tex. Bus. Org. Code § 5.205

 

Further, designating a person as registered agent without his consent subjects the person who filed the business’s documents to penalties and liabilities, including damages, court costs, reasonable attorney’s fees, and a Class A misdemeanor or state jail felony.

—See Designation of Registered Agent Without Consent—Tex. Bus. Org. Code § 5.207; Liability for False Filing Instruments—Tex. Bus. Org. Code § 4.007; and  Offense; Penalty—Tex. Bus. Org. Code § 4.008

 

What are the Duties of the Registered Agent?

The registered agent has a duty to receive or accept, and forward or otherwise notify the business of the process, notice, or demand that is served on or received by the registered agent.  These are the only duties required by the law, and a person who was named without his consent is not required to perform these duties.

—See Duties of Registered Agent—Tex. Bus. Org. Code § 5.206

 

Basically, the registered agent is the person responsible for being the human face of the business.  She is the person who can be served with process if the business is sued.

 

Can the Registered Agent Quit?

The registered agent can resign as the business’s registered agent by first giving notice to the business at the most recently known address.  Then, within eleven days, the registered agent must give notice to the Secretary of State.  The termination is then effective thirty-one days after the date the Secretary of State receives notice. 

—See Resignation of Registered Agent—Tex. Bus. Org. Code § 5.204

 

Once the registered agent’s designation or appointment is terminated either by rejection or resignation, the Secretary of State sends a notice to the business.  This notice alerts the business that it has to designate or appoint a new registered agent and registered office in accordance with state law.

—See Rejection of Appointment—Tex. Bus. Org. Code § 5.205(d)

 

Where Can I Find a Registered Agent?

There are large corporate registered agents that you can pay for their services.  Basically, they are companies that act as registered agents for entities across the state and the country.  If you employ a corporate registered agent, they accept process or notices for you, then forward them to you.

 

Some business owners choose to be their own registered agents, and set the address as the business address.  This means that any service would be served on that business owner at the business location.  This could be embarrassing if the business owner is in a retail type industry.

 

Another option is to request your business law attorney to act as registered agent.  Most attorneys will either offer this as part of the retainer, so long as you keep them as the business’s attorney, and others will offer it at an annual rate, similar to the corporate registered agents.

 

Be sure to speak with your business law attorney if you have questions about naming a registered agent for your company.

 

--Authored by Carrie A. Harris, Esq.,

 

Matthew Harris Law, PLLC  - Business Law Division

1001 Main Street, Suite 200, Lubbock, Texas, 79401-3309

Tel: (806) 702-4852 | Fax: (800) 985-9479

FrontDesk@MatthewHarrisLaw.com 

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