Desautel Law launched a new podcast called “Environmentally Speaking” where she covers every day topics regarding environmental law and litigation. Marisa Desautel is joined by Clarice Parsons, and when they get on a roll, you will be informed and entertained. Here is the inaugural episode on the topic of registered agents. Have a listen.
EP 001 – Registered Agents Full Transcript
MARISA: This is Environmentally Speaking. I’m Marisa Desautel an environmental attorney with a couple of decades of experience in environmental law.
CLARICE: And I’m Clarice a paralegal here to bring your topics and questions to the table. Today, Marisa, let’s talk about registered agents.
MARISA: Sounds like a good idea. I feel like that’s an area of law that people are just dying to know more about.
CLARICE: Well, I am. Let’s start with what is a registered agent?
MARISA: So it’s a pretty dry topic and I’ll try to be as to the point as I can on it. But I made a joke earlier. It is actually a really important area of law because if you’re a corporate entity you have to register with the state that you’re doing business in and part of that registration process requires that you appoint something called a registered agent. So, for example, if you’re a limited liability company and you want to do business in Rhode Island, you would go to the Secretary of State’s website and fill out their paperwork and indicate who your registered agent is within that paperwork.
And the purpose of a registered agent is that it’s an individual or entity that gets designated in this example by the LLC itself to receive service of process notices, certain government correspondence and other compliance-related documents on behalf of the LLC. Now, generally the term agent means someone who’s authorized to represent an individual or an entity, or sometimes it can enter into transactions for that individual or entity. But registered agents don’t have that similar designation. They serve a different function for the corporate entity or the individual.
CLARICE: If I could back you up just a little bit.
CLARICE: You said as an example so it’s for businesses looking to do business in Rhode Island. Does a Rhode Island business need a Rhode Island registered agent?
MARISA: Yes. The purpose of the registered agent is to physically accept certain types of legal documentation. So it wouldn’t make sense for that registered agent to be located in, say, Texas because you have to be physically located in the state that you’re accepting process for.
CLARICE: That makes sense.
MARISA: I was going to say, does that make sense.
CLARICE: It does.
MARISA: Try to explain that.
CLARICE: That helps like a baseline. So other than having to be in the state you’re expected to accept mail and service in, are there any other requirements?
[0:02:54] MARISA: You have to maintain a physical address. You can’t be a P.O. Box because let’s say, for example, you’re a corporate entity and, knock on wood, unfortunately you’re being sued in a civil action. The complaint and the service of process paperwork has to be signed by a human being, so you can’t deliver that to a P.O. Box. In the case of a registered agent in Rhode Island, yeah, the answer is yes. You have to be physically located in Rhode Island. You have to be a resident of the state in which you’re serving in. The physical address is the main component there. So it sounds simple but –
CLARICE: Do I have to work for that company?
MARISA: Say that again.
CLARICE: Do I have to work for that company?
MARISA: No. No. In fact, part of the service issue in courts in Rhode Island the purpose of the registered agent is that you’re not necessarily associated with the company. Again, a lot of it has to do with the registered agent’s availability to receive service of process and being physically present during normal business hours to accept service. So a good example of why this is so important has to do with let’s say the registered agent can’t be found. If the person you – as a corporate entity if you designate a registered agent and that agent takes holidays or goes offsite to, I don’t know, attend a meeting, delivery can’t be made. And so if that happens a number of times, there are severe consequences in terms of the process that a Plaintiff can avail themselves of in court. It’s really important that the registered agent is physically available.
CLARICE: That sounds like a big problem.
MARISA: Yeah. And if you move your business, you have to change your address for the registered agent. And if the registered agent moves its business address, you have to make sure that you keep that information updated with the Secretary of State, as well.
CLARICE: What’s that process like, updating with the Secretary of State? How does that work?
MARISA: Well, you know.
CLARICE: I know, but I want our listeners to know.
MARISA: You customarily handle these kind of things for our law firm. It’s mostly administrative. It’s a lot of paperwork. It’s a lot of regulatory information. You have to make sure you check the right boxes, fill out the right forms. Most of it is available online. And then if you have questions, usually you can get someone on the phone at the Secretary of State’s website, right? Has that been your experience?
CLARICE: I will say from experience they are surprisingly quick to answer the phone –
CLARICE: — and overall really helpful. So overall, registered agents, a must have?
[0:05:41] MARISA: An absolute requirement. It’s mandatory in Rhode Island. If you don’t register an agent on behalf of your corporate entity, you get a set of nasty notices from the State of Rhode Island indicating that your ability to transact business in Rhode Island is being revoked. And that can impact your – again, in the example of the LLC, it can impact the LLC’s good standing which is an issue for purposes of commercial transactions, qualifying for certain exemptions, applying for permits and that kind of thing. So, again, the other issue in the context of a lawsuit is the superior court issuing an order that alternative service can be approved and that sometimes you end up paying attorney’s fees associated with – or constable fees, excuse me, associated with that. So you really want to make sure you maintain a qualified registered agent in the state of Rhode Island.
CLARICE: And from my experience it’s a quick and easy process which it sounds like it’s going to save a lot of court fees, constable fees, and all sorts of other headaches that you can just avoid.
MARISA: Yes. And it is tempting to go online and get it done yourself, but in some cases I’ve seen where clients just don’t understand the process or feel intimidated by it, so it’s always a good idea to reach out to an attorney just making sure that you’ve done everything properly so that you don’t find yourself in a difficult situation.
CLARICE: All right. So that sounds like all we need to know about registered agents for today.
MARISA: I think so. Hopefully we covered some of the basics. And Desautel Law is available to answer questions.
CLARICE: And if you have any questions, you can reach us at Help@DesautelESQ.com. We look forward to hearing from everybody.