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Each state has adopted its own statute which regulates
the formation and governing of entities such as corporations
and Limited Liability Companies (LLCs.) It's usually
called the Business Corporation Act (BCA) or Business
Corporation Law (BCL.) These acts are usually based
on (and very similar to) the Revised Model Business
Corporation Act (RMBCA.)
Section 5.01 of the RMBCA says that " ... each
corporation must continuously maintain ... (1) a registered
office ... and (2) a registered agent." In general,
failure to maintain a registered agent results in the
loss of the "good standing" of the corporation
with the state. This affects your ability to do business
in the state, can result in corporate contracts being
deemed void or voidable, and can possibly result in
personal penalties or fines on the officers and directors
of the corporation.
NOTE: We can serve as your Registered agent whether
or not we originally formed your company! At $149.00 per
year, we are probably considerably more cost-effective
than your current RA. Call us today to ask how we can
help you change your Registered Agent to us.
Almost every state has enacted similar provisions in
their own Business Corporation Act which require a Registered
Agent or Office for every corporation, LLC, or Limited
Partnership which does business in their state. The
purpose of these provisions is to ensure that each company
has an office where it may be found, and a person at
that office on whom service can be effected for any
notice or process in connection with litigation. The
Secretary of State and other government agencies usually
send any other official communications such as annual
reports and tax notices to this address.
NOTE: For Limited Liability Companies, many states
require that your registered office be the same as the
one where you house your record keeping; in these states,
we cannot serve as your RA. See Limited Liability Company
State Fees.
One notable exception is the state of New York which
requires you to appoint the NY Secretary of State as
Registered Agent. However, you may still designate NRAI
as the address to which process is forwarded (we will
complete the forms to accomplish this if you choose
Registered Agent services in New York.)
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