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Apr
29 • 2026
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The Obligation of a Company to Maintain Accurate Records with Secretary of State

We recently wrote about what happens when a business manager is still listed as the agent for service of process for a client they no longer represent.[1] In this article, we examine the obligation of a company to keep its contact information current with its resident agent; the obligation of a company to keep its business address current with the Secretary of State; and the obligation of a company to maintain an accurate list of its officers.

Contact Information with the Company’s Resident Agent.

In addition to keeping the registered agent updated with Secretary of State, the company also has an obligation to keep the registered agent informed of who should actually receive the papers after they are served — typically a principal, officer, or legal contact at the company.”.[2] Delaware takes an entity’s duty in this regard so seriously that an entity’s registered agent is specifically authorized, by statute, to resign as registered agent, with potentially devastating consequences, if the entity fails to keep the registered agent properly updated with current information about the entity’s “receiving agent”.[3] If a plaintiff properly serves process (the summons and complaint) on an entity’s registered agent, and the registered agent carries out its duty by sending the documents that are served to whoever the agent understands to be the correct contact,[4] then that constitutes valid service even if the registered agent sends the papers to the wrong person because the entity failed to keep the registered agent properly updated. Even if the company does not receive actual notice of the action, it is unlikely that the entity would succeed in having the default judgment set aside, as the failure to fulfill its statutory obligation to update the entity’s registered agent would not qualify as excusable neglect.[5]

Updated Business Address

An entity may also be required to notify the secretary of state of changes in the entity’s own business address.[6] There are many cases in which New York courts have held that an entity’s failure to receive copies of properly served process due to a breach of this obligation is not a reasonable excuse for an entity seeking to vacate a default judgment because the entity did not receive notice of the action and so failed to defend.[7]

Current Officer Information

And here is one more example of how entity drift could potentially adversely impact an entity. California requires every corporation to file, within 90 days after the filing of its original articles of incorporation and annually thereafter, a statement containing specified information, including the names and business or residence addresses of the corporation’s chief executive officer, secretary, and chief financial officer.[8] California provides for service of process on a corporation in various ways, including delivering a copy of the summons and the complaint to a person designated as agent for service of process or to the president, chief executive officer, or other head of the corporation, a vice president, a secretary or assistant secretary, a treasurer or assistant treasurer, a controller or chief financial officer, a general manager, or any other person authorized by the corporation to receive service of process.[9] What happens if a plaintiff sues the corporation and serves process on a person identified as an officer in the corporation’s statement of information, but that person no longer fills that role for the corporation?

In the seminal case of Pasadena Medi-Center Associates v. Superior Court of Los Angeles County,[10] the California Supreme Court, sitting in bank, held that service of process on a corporate agent “possessing only ostensible authority will suffice to impose personal jurisdiction over the [corporate] principal.”[11] In that case, the corporate defendant had filed a document with the state’s regulatory authority identifying Albert Binney, Sr. (“Senior”), as the corporation’s secretary-treasurer when, in fact, his son Albert Binney, Jr. (“Junior”), held that position. The plaintiff found the document and, as permitted by California law, served process on Senior. Senior told Junior, who discussed the matter with the corporation’s directors, who decided not to contest the action. Accordingly, a default judgment was entered against the corporation. But when the plaintiff levied on the corporation’s property, the corporation filed a motion to quash the service and to vacate the default judgment and the levy of execution, arguing that the service on Senior was void because he was not actually the corporation’s secretary-treasurer. The California Supreme Court upheld the superior court’s denial of the motion, concluding that service on Senior sufficed to establish personal jurisdiction over the corporation, because the corporation had conferred on Senior “ostensible authority to accept service on the corporation’s behalf” merely by erroneously identifying him as the corporation’s secretary-treasurer in the document filed with the state’s regulatory authority.[12]

More than 50 years after this case was decided, California superior courts continue to cite it for the legal proposition that “[t]he authority to accept service may be actual or implied (ostensible). Thus, where the corporation holds a certain person out as one of its principal officers, that person may be held to have ostensible authority to receive service of summons on the corporation’s behalf even if such person actually held no office at the time.”[13] As such, it can certainly be argued that listing a person, and providing their address, in the corporation’s information statement, constitutes holding that person out as one of the corporation’s principal officers, so that the person has ostensible authority to receive service, even if the person no longer holds (or never even held) that office and the information statement is not properly updated. If that happens, then service cannot be quashed merely because that person was served with process by the plaintiff.[14]

[1]See eMinutes, Business Managers: Beware of Entity Drift (Apr. 27, 2026).

[2]See, e.g, Del. Code Ann. tit. 8, § 132(d) (“Every corporation formed under the laws of this State or qualified to do business in this State shall provide to its registered agent and update from time to time as necessary the name, business address and business telephone number of a natural person who is an officer, director, employee, or designated agent of the corporation, who is then authorized to receive communications from the registered agent. Such person shall be deemed the communications contact for the corporation. Every registered agent shall retain (in paper or electronic form) the above information concerning the current communications contact for each corporation for which such agent serves as a registered agent.”); Jumpcrew v. Bizconnect, Inc., No. N21C-08-143 WCC, 2022 Del. Super. LEXIS 310, at *10-11 (Super. Ct. July 5, 2022) (Delaware corporations are, by law, required to update their registered agents with the current contact information for their receiving agents/communications contacts).

[3]See Del. Code Ann. tit. 8, § 132(d) (“If the corporation fails to provide the registered agent with a current communications contact, the registered agent may resign as the registered agent for such corporation[.]”). If the registered agent’s resignation is not coupled with the appointment of a successor, which is likely if the registered agent resigned because the entity is not communicating with the registered agent, then a domestic corporation will forfeit its charter, and a foreign corporation will forfeit its authority to do business in Delaware, if a new registered agent is not obtained and designated within only 30 days after the registered agent’s resignation. See Del. Code. Ann. tit. 8, § 136(b).

[4]See Del. Code Ann. tit. 8, § 132(b)(1)(c).

[5]See, e.g., LG Capital Funding, LLC v. ON4 Communs., Inc., No. 16-CV-6943 (ENV) (RER), 2018 U.S. Dist. LEXIS 8353, at *9-11 (E.D.N.Y. Jan. 17, 2018) (entity’s failure to update registered agent with receiving agent’s contact information was gross negligence that weighed against setting aside default), report and recommendation adopted, 2018 U.S. Dist. LEXIS 164370, (E.D.N.Y. Sep. 9, 2018), aff’d, 796 F. App’x 57, 57 (2d Cir. 2020); Jumpcrew, supra note 2, 2022 Del. Super. LEXIS 310, at *10-11; Dexta Fed. Credit Union v. Holly Oak Towing & Serv. Ctr., No. 2007-09-046, 2008 Del. C.P. LEXIS 2, at *8-9 (Del. Com. Pl. March 31, 2008) (“Holly Oak has indicated that it did not receive a copy of the summons and complaint because its mailing address changed at some point in 2006, but failed to update its address with the registered agent. The registered agent subsequently sent the documents to the wrong address. … [T]he Court cannot find that Holly Oak acted as a reasonably prudent person. Holly Oak was obligated to notify its agent of address changes so that it could receive any legal documents properly served upon the corporation. Its failure to notify the registered agent of the change and its further failure to answer a properly served complaint cannot be characterized as excusable neglect based upon this record.”).

[6]See N.Y. Bus. Corp. Law § 408(1), (7); Cristo Bros., Inc. v. M. Cristo, Inc., 91 A.D.2d 807, 807, 458 N.Y.S.2d 50, 50 (3rd Dep’t 1982) (“Corporations are obligated to keep a current address on file with the Secretary of State[.]”).

[7]See, e.g., Bing Fang Qiu v. Cameo Owners Corp., 172 A.D.3d 802, 803, 101 N.Y.S.3d 181, 183 (2d Dep’t 2019); Santiago v. Sansue Realty Corp., 243 A.D.2d 622, 622-23, 663 N.Y.S.2d 235, 236 (2d Dep’t 1997); Paul Conte Cadillac, Inc. v. C.A.R.S. Purchasing Serv., Inc., 126 A.D.2d 621, 622, 511 N.Y.S.2d 58, 59 (2d Dep’t 1987) (“Since a corporate defendant’s failure to receive copies of process served upon the Secretary of State due to a breach of its obligation to keep a current address on file with the Secretary of State does not constitute a reasonable excuse for its delay in appearing and answering the complaint, the court did not abuse its discretion in denying the defendant’s motion to vacate its default[.]”); Cristo Bros., supra note 6, 91 A.D.2d at 807, 458 N.Y.S.2d at 50.

[8]Cal. Corp. Code § 1502(a).

[9]Cal. Civ. Proc. Code § 416.10(a), (b).

[10]Pasadena Medi-Center Assocs. v. Superior Court of L.A. Cty., 9 Cal. 3d 773, 108 Cal. Rptr. 828, 511 P.2d 1180 (1973) (in bank).

[11]511 P.2d at 1186; see also id. at 1183 (“service upon a corporate agent with ostensible authority to accept service suffices to acquire jurisdiction over the corporation”). “Ostensible authority,” which is distinguished from an agent’s “actual authority” to act on behalf of the corporate principal, is “such [authority] as a principal, intentionally or by want of ordinary care, causes or allows a third person to believe the agent to possess.” Id. at 1185 (quoting Cal. Civ. Code § 2317).

[12]Id. at 1182.

[13]Sarabia v. Llyy Inv. Inc., No. 25STCV23309, 2026 LX 17248, at *5 (Cal. Super. Ct. Jan. 12, 2026).

[14]There might be other arguments for seeking to vacate a default judgment if one is entered in such a case. In the Pasadena Medi-Center Associates case the defendant corporation had actual notice of the lawsuit through Senior’s conversation with Junior, who then spoke to the directors about the action. If the defendant entity in another case never received actual notice of a pending case before a default judgment was entered, the entity could seek to distinguish the case on that ground. No case ruling on such an argument was found. However, it is better to deal with the entity drift problem before the fact instead of having to rely on an unproven argument to try to set aside a default judgment against the entity.