The Missouri Registered Agent
Failing to properly maintain a Missouri registered agent can have serious legal consequences to an LLC and its owners.
Purpose of a Missouri Registered Agent
The sole purpose of a Missouri registered agent is to receive “process, notice or demand required or permitted by law to be served” on the LLC. Process includes, but is not limited to, a summons and petition filed in a lawsuit against the LLC. The name and address of the Missouri registered agent is stated in the articles of organization (Articles) that were filed with the secretary of state (Secretary) when the LLC was formed. Under Missouri law, a registered agent can be only a person who resides in Missouri or a Missouri corporation. Because many legal notices must be hand delivered, the address of the Missouri registered agent must be the registered agent’s physical business address. The address may not, for example, be a post office box. The person needing to serve the legal notice can find the name and address of the registered agent on the Secretary’s website.
If the Missouri registered agent is a corporation, then someone must be present during all regular business hours at the address of the registered agent. That person must be authorized by the corporation to accept service of the legal notices directed to the LLC. A Missouri registered agent who is an individual must likewise be present at that individual’s stated business address during regular business hours.
Maintaining a Registered Agent
If the Missouri registered agent cannot be found at the address filed with the Secretary, then the person attempting to serve the registered agent can try to serve “an authorized person”. Such person might be a member or manager of the LLC. Although not required, the Articles can include the business address of the LLC. Including that address might provide a backup option for service on an authorized person found at the business address. If neither the registered agent nor an authorized person can be found for service of the document, then service can be made on any of the organizers. An organizer is any of the individuals who signed the Articles. Each organizer must state in the Articles their name and physical business or residential address. If none of these persons can be found, then the person needing to serve a legal document on the LLC can serve the Secretary with that document. The LLC is deemed to have been served with the document when it is served on the Secretary. The Secretary is required to then immediately send the document by registered mail to any of the organizers.
Serious legal consequences can result if the legal document is served on any person other than the registered agent, as such other person served with the document might not forward it to a person who can timely act on the notice. Plus, the Secretary can dissolve an LLC for failing to properly maintain a registered agent. Therefore, it is best to appoint a professional and reputable corporate registered agent. Most such corporations charge only about $100.00 annually for their registered agent services. It is a worthwhile business expense that can save the LLC exponentially greater amounts of money trying to correct the consequence of untimely notice of service on the LLC.
Contact Information
Obviously a registered agent needs to know where to send the documents served on the registered agent. The individual selected to receive legal documents from the registered agent should be a member or manager who has the authority to act quickly on them. For example, that individual should be authorized in the operating agreement to retain counsel on behalf of the LLC, either with or without the consent of other members or managers. Even the operating agreement of a single member LLC should include such authority. Finally, the LLC must promptly inform the registered agent of any change in the name or contact information of the individual appointed to receive legal documents from the registered agent. Failing to so inform the registered agent could result in adverse legal consequences to the LLC and those associated with it.
Changing the Registered Agent
A Missouri registered agent can resign at any time by giving written notice of the resignation to the LLC and by filing that notice with the Secretary. The resignation will become effective 30 days after the date on which the Secretary receives the notice, or when the LLC appoints a new registered agent, whichever occurs first. The Secretary might dissolve the LLC if the LLC fails to appoint a new registered agent.
This article is for general informational purposes only, and it is not intended as legal advice.
Sewell Law provides representation in business and real estate matters and in civil litigation. Please contact Michael Sewell, JD, MBA, at (314) 942-3232 or at michael@SewellLaw.net to discuss your legal matter.
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