Registered Agents: The Basics
A nonprofit organization that incorporates or registers to conduct business in a particular state is required to have and continuously maintain a registered agent with a physical address, or registered office, located within such state. What does a registered agent actually do? Who should serve as registered agent? This article provides the basic information every nonprofit should know about this necessary role, in response to these questions.
THE REGISTERED AGENT’S ROLE
In determining who is most suitable to serve as a nonprofit’s registered agent, it is important to understand the purpose and responsibilities of the role. A registered agent essentially serves as the organization’s publicly identified messenger or initial point of contact designated to receive any official notices on behalf of the organization, such as service of process for any litigation, other important legal documents, and notices of annual state filing requirements when due. The registered agent thus should be reliable with a stable physical address. The registered agent may be an individual resident or a legal entity, such as a corporation (although permissible entity types will vary by state), so long as the agent maintains a physical address located within such state. The registered agent’s name and address is typically listed on a state’s Secretary of State website, as part of the corporation’s entity information.
MAINTAINING A REGISTERED AGENT AND REGISTERED OFFICE WITH THE STATE
Given that a nonprofit organization’s registered agent is the representative designated to receive important legal documents and communications from government offices and otherwise, it is imperative that the organization maintain accurate and up-to-date contact information for its registered agent for the appropriate government office (e.g., a state’s Secretary of State), including the registered agent’s physical address, also known as the registered office. If the organization’s registered agent can no longer serve as such, the organization should identify a new registered agent as quickly as possible. Any changes to an organization’s registered agent or registered office should be immediately updated with the Secretary of State by filing a change of registered agent form. Providing this update is a relatively basic legal compliance matter.
While the role of registered agent may seem minor and therefore easily overlooked, the communications received by the registered agent are often significant and time sensitive. This makes it essential that an organization choose a dependable registered agent with an established physical address, and that the organization take care to maintain current information related to its registered agent and registered office with the state.