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Sep
21 • 2017
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How do I make sure my corporation always has a registered agent for service of process?

All states require that corporations formed or registered to do business in the state maintain a registered agent there to accept service of process—the legal documents used to commence a lawsuit, usually a summons and complaint—on behalf of the entity. The idea is to make sure that there is an identified individual or entity upon whom process may be served to notify the corporation that a lawsuit has been filed against it. In California, for example, every corporation must file, within 90 days after the filing of its original articles of incorporation and annually after that, a statement of information that, among other things, designates an agent for service of process on the corporation. Cal. Corp. Code § 1502(b). The corporation may designate as its registered agent either a natural person or another corporation. If the agent for service of process is a natural person, the statement of information must include the person’s complete business or residence street address. If the registered agent is another corporation, it must be registered to do business in California and must file with the secretary of state a certificate setting forth certain information, including the corporation’s complete street address in the state where process may be served and the name of each employee to whom process may be delivered. Cal. Corp. Code § 1505(a), (c). If an agent designated for service of process resigns, dies, or leaves, or ceases to do business in, the state, then the corporation must designate a new agent for service of process “forthwith,” so that there is no gap in coverage. Cal. Corp. Code § 1504.