What to Consider When Appointing a Registered Agent
Every LLC doing business in Missouri is required by law to appoint a registered agent to receive legal notices and summons on behalf of the LLC. Only an individual residing in Missouri, or a domestic or foreign corporation authorized to do business in Missouri, may be a registered agent.
An LLC may at any time change the name and/or the address of the registered agent. An LLC is obligated to change its registered agent if the office of the registered agent becomes vacant, if the registered agent is no longer able to serve as the registered agent, or if the LLC revokes the appointment of the registered agent. A replacement registered agent must agree in writing to the appointment.
A registered agent may resign at any time by filing a statement of resignation with the secretary of state. Prior to filing the statement, the registered agent must provide written notice to the LLC of the resignation along with a copy of the statement of resignation. The resignation becomes effective thirty days after the secretary receives the statement of resignation. However, if the LLC appoints a new registered agent before the expiration of the thirty days, then the resignation will become effective with the filing of such appointment.
Any notice or demand served on the registered agent, including service of a summons in a lawsuit, is generally by law good service on the LLC. Most legal notices, and certainly summons in a lawsuit, include deadlines by which certain actions must be taken. It is therefore critical that the LLC appoint a registered agent who understands this and who will promptly provide to the LLC a copy of all such documents received by the agent. Equally important, the LLC must immediately notify the agent of any change in any of the contact information of the individuals operating the LLC. The inability of the registered agent to provide a copy of the documents to the LLC because of an undisclosed change in the contact information of such persons can have dire consequences to the LLC, and perhaps its owners.
The registered agent that you appoint must be reliable and maintain a business office during regular business hours. The best practice is to appoint a willing attorney or a professional registered agent service. If the appointed agent fails to maintain the registered office, then the person attempting service on the LLC can attempt service on an authorized person, such as the owner or manager of the LLC, or on the organizer of the LLC. If, after proper due diligence, this also is not possible, then the secretary of state shall automatically be appointed as the registered agent of the LLC.
Under Missouri law, when the secretary of state is properly so appointed, the secretary is obligated to send by registered mail to the organizer of the LLC, at the address of the organizer provided on the articles of organization, a copy of any legal document served on the secretary. Under such circumstances, the LLC is validly served when the secretary of state is served. As such, whatever deadline may be associated with the document served on the secretary starts to run when the secretary is served. An organizer is no longer at the address provided in the articles of organization can have dire consequences for the LLC. For example, the LLC might be held in default if the LLC does not file a timely answer to a petition served on the secretary of state.
Sewell Law is located in St. Louis, Missouri and offers legal services in the areas of litigation and asset protection strategies. We also offer registered agent services through Registered Agent Lawyers, Inc. Please contact Michael Sewell at (314) 942-3232 or at michael@sewelllaw.net if you have any questions about the subject matter of this article.
This article is for general informational purposes only. It does not include all of the laws and regulations related to the topics discussed in this article, and it is not intended as legal, tax, or investment advice. As such, you should not rely in this article alone in making decisions regarding the subject matter discussed in this article.
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