Risk Management Blog

UCC & Corporate Due Diligence

Resource Guide for Legal and Financial Professionals

Commercial vs Noncommercial Registered Agents

September 27, 2018 Corporate, Registered Agent, Legislation, Tips

Providing a registered agent for service of process (SOP) when completing business entity filings is often required. Whether it is a commercial registered agent or noncommercial registered agent impacts how the filing is completed.

For example, when appointing commercial registered agents, the filer is not required to provide an address in some states; it is always required of noncommercial agents. Commercial agents also file registered agent listings while noncommercial agents do not.

Model Registered Agents Act (MoRAA)
MoRAA was enacted in 2006 as an effort to standardize business entity laws by streamlining entity formation and management. The distinction between commercial and noncommercial registered agents was formally established with this act.

Commercial Registered Agents
Commercial registered agents are individuals or entities (domestic or foreign) that have filed a listing statement with the Secretary of State.

Name, entity type, address for receipt of SOP, and a statement that the person or company is serving as a commercial registered agent are all required in accordance to MoRAA.

If the agent is appointed for a certain number of entities, a few states will require to file the commercial registered agent listings.

States That Recognize Commercial Registered Agents
• Arkansas
• District of Columbia
• Idaho
• Indiana
• Maine
• Mississippi
• Montana
• Nevada
• North Dakota
• South Dakota
• Utah
• Wyoming

Commercial Registered Agent Variations
Some states have not adopted MoRAA in totality but employ similar provisions. Here are a few examples:

California
Any corporation appointed as a registered agent, even if only representing a single entity, must file a certificate with its address and whether the agent is an individual or a corporation. Individual agents require an address, but it is not required for corporations. Limited liability companies and limited partnerships cannot act as registered agents.

Delaware
Agents that represent more than 50 entities are designated as a “commercial registered agent” instead of being an indication of whether the agent has filed an address with the state.

Agent Designation Mistakes
The two types of registered agents, commercial or noncommercial, and variations on how individual states recognize these registered agent types, can cause confusion. For example, the filing might be associated with the wrong commercial registered agent record when the mistakes below are made:

1. Typo’s in registered agent names or email addresses
2. Naming commercial registered agents as noncommercial

Many agents regularly check to determine if they have been designated as agent without notification. Filings not associated with the proper commercial registered agent record due to these mistakes may not be discovered. When an agent changes their address for SOP on a filing, it may not be reflected on records created with the incorrect agent name or those that don’t indicate the agent status.

These mistakes can cause delayed delivery of time-sensitive SOP, entity Annual Reports, or electronic and state correspondences which could result in missed filing deadlines or default judgments against the filer.

Indicating commercial registered agents in filings is not required for all states. DO NOT guess when it comes to indicating your commercial registered agent name, status, and email addresses. Correctly providing this information will minimize or eliminate the chance of not receiving SOP and state communications.

Checking Your Registered Agent Designation
The website of The Secretary of State will often provide a list on their website. If the list is not provided on the website you can always confirm with your agent directly.

Do you use First Corporate Solutions as your registered agent? Call 844.392.7588 to contact our Registered Agent Department to answer any questions or concerns you may have regarding your filings.

*Disclaimer

Leave a Reply