Registered agent

In most all cases, the registered agent for a business entity is assigned in the formation documents filed in a jurisdiction when the entity is originally created.[6] For example, a person forming a corporation in the State of Nevada or Delaware, would designate the registered agent along with the agent's address on the articles of incorporation filed with the Nevada Secretary of State or Delaware Secretary of State respectively. If the agent cannot sign the articles to be filed, some states such as Nevada provide that the registered agent may be designated using a separate "Registered Agent Acceptance" form with the appropriate acceptance and signature.[7] A representative of the business or the individual accepting responsibility as registered agent must sign to accept the responsibility of acting as agent. In most states it is a crime to knowingly file a false document with the office of the Secretary of State, although the penalties vary widely. For example, in Nevada it is a Class "D" felony to forge this signature, but in Michigan it is only a misdemeanor.

A business entity might at some point want to change its previously designated registered agent to another party. This is accomplished by obtaining a form from the secretary of state where the business entity is registered, completing said form, and filing it with that state office along with any requisite fees which may vary from state to state. In some cases the required form may simply be a dedicated change of registered agent form, and in other cases, such as in Delaware, an actual amendment to the articles of the business entity must be filed.[8]

Different states have different requirements for registered agents. Typically, the agent must be a natural person resident of the state in question or, in states that allow entities to serve as registered agents, an entity having a business office within the state and authorized to do business in the state.[15][16] In some states a business entity is legally allowed to act as its own registered agent, if at least one of its officers is a resident of the state, but other jurisdictions may require that a business entity designate a third party as its registered agent.[17] Because most states permit one business entity to serve as a registered agent for others, some businesses exist to serve that exact function, charging a fee to act as the registered agent for hundreds or thousands of businesses in a given state.

The Model Registered Agents Act (MoRAA) is an effort spearheaded by the American Bar Association Business Law Section and the International Association of Commercial Administrators (IACA) – Business Organization Section (BOS) to standardize business entity laws as they relate to annual reports, registered agents and other laws and forms used to file business entities.[18] The act also creates two distinct classes of registered agent: "commercial" and "non-commercial." The National Conference of Commissions on Uniform State Laws (NCCUSL) organized a drafting committee composed of commissions, ABA, and IACA representatives who drafted the act's language. NCCUSL adopted MoRAA at its 2006 annual meeting. It was amended in 2011. Eleven US jurisdictions (Arkansas, District of Columbia, Idaho, Maine, Mississippi, Montana, Nevada, North Dakota, South Dakota, Utah, and Wyoming) have since adopted the model act, and Delaware did not adopt the act, but did adopt the "commercial registered agent" provision.[19] The problem this effort seeks to alleviate is that disparate laws, filing requirements, and forms in all of the US jurisdictions where business entities are filed creates a quagmire for any company seeking to register to do business in those jurisdictions. By adopting a common set of laws, the Model Registered Agents Act seeks to create a uniform and simple process of filing and maintaining a business entity in any jurisdiction adopting it.