Why would you or your customers need a registered agent?
If you will be organizing a business, or conducting business, in California, you need to know about
designating an agent for service of process with the California Secretary of State.
The Agent for Service of Process
An agent for service of process (sometimes simplified to agent) is an individual or a corporation that is
designated by a business for the purpose of receiving official legal documents, such as lawsuit
papers, subpoenas, and other official legal documents. In many other states, this may be called a
registered agent, resident agent, or statutory agent.
Why an Agent Is Needed
An agent for service of process is required by California law for every corporation, limited liability
company (LLC), partnership, limited partnership, and limited liability partnership (LLP) that is:
Organized in California (a domestic entity) or organized in another state, territory, or country and conducts business in California (a foreign entity).
Any entity failing to comply with California's requirement to maintain an agent for service of process may
be served through the Secretary of State.
What an Agent for Service of Process Does
The agent's duties are to:
Maintain a street address in California (not a PO box, or a private mailbox or mail service);
Have someone available at that address to receive service of process for the business; and
Notify the business owner of any papers received, and forward them to the owner.
Agents sometimes offer additional services, such as preparing and filing registration documents, sending
reminders when reports or license renewals are due, and keeping documents.
Who Can Be an Agent for Service of Process?
An agent can be an individual or a corporation that provides agent services. An individual person
serving as an agent must be a California resident.
The two most common practices are:
1. Designating an "in-house" agent. This is typically an owner or employee of the company, using
the street address of the entity's main office in California.
2. Hiring an outside agent. This can be an individual but is usually a corporation that is in the
business of serving as an agent for service of process and represents multiple entities.
Choosing an Agent for Service of Process:
Whether you select an agent from within your company or hire an outside agent, it is important to
select one that can be relied upon to notify you promptly when important legal papers are received.
Using an Agent Within Your Company
The agent for the service of process for your business can be you, one of your co-owners, an employee, or
any other adult. The advantages are saving the cost of an outside agent and immediately knowing of any
lawsuits or other important matters.
Someone must be at the designated agent's street address during regular business hours. If you
are operating out of your home, a responsible adult must be there in case legal papers are
Legal papers may be served in front of your clients and employees, which can be embarrassing.
Companies will frequently obtain agent addresses from the Secretary of State and mail
solicitations, so you will receive more junk mail.
Using an Outside Agent
Hiring an outside agent will be necessary if:
Your business is organized in another state, and you will be doing business in California but do
not have a regular office there; or
You have organized your business in California, but do not maintain an office in California. (This situation is uncommon in California but is more likely in states that offer special tax and privacy
advantages to organizing a business there, such as Delaware and Nevada. California does not
offer such advantages.)
The main advantages to hiring a professional outside agent are that the agent will comply with California
laws regarding having a street address and your clients and employees will not be present when any
legal papers are served.
Designating an Agent for Service of Process
Any entity required to have an agent for service of process must designate the agent in the initial
documents filed with the Secretary of State. This will be in the Articles of Incorporation for a California
corporation, the Articles of Organization for a California LLC, and the various initial registration
statements required for other types of domestic and foreign entities.
Within 90 days of filing its initial registration document, the entity must file a Statement of Information
(on an official Secretary of State form). Thereafter, a limited liability partnership must file a Statement of
Information every two years, and all other types of entities must do so annually. However, if there is no
change in any of the information required by the Statement of Information, the entity can file a
Statement of No Change instead. In addition, a Statement of Information must be filed in the event of a
change of agent.
For all of these filings, if the agent is an individual person, the agent's name and physical address must
be designated. If the agent is a corporation, only the name of the corporation is to be given.
Here is what can happen to your customers if they do not receive important documents for their business.
Default Judgment and Administrative Dissolution
Appointing a registered agent that fails in their duties can lead to costly consequences for your
customer’s business. Missing a time-sensitive legal document can result in legal actions proceeding
against your customer’s business without your customer’s knowledge. A court may rule a default
judgment. The state may dissolve your customer’s business following administrative protocol. Your
customer needs to have peace of mind about the registered agent they appoint by hiring a
From The California Secretary of State