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Do You Really Need A Registered Agent?

March 22, 2017

The Why, What and Where of The Registered Agent?

When you form a corporation or LLC, part of the formation process in Oregon requires that you designate a Registered Agent. 

What Is a Registered Agent?

As the name implies, a Registered Agent is someone who represents your company for a specific purpose: 

1. The Registered Agent is also responsible for receiving notice of a lawsuit (“service of process”) on behalf of your business.  If you are running your own business, a Registered Agent can help you keep track of any legal actions taken against you.  For example: It’s a very busy day at the office and up walks a person who hands you a summons for a lawsuit against your business—in front of your customers and staff, or you are at your home during a party with family, friends and neighbors.  You’ve been served in a very public way.  But you could have avoided the embarrassment by using a Registered Agent for your corporation or limited liability company.
2. Handle alerts for the business of any state filings that may be required, and other official government notifications, on behalf of the corporation or LLC and could well be time-sensitive.
3. They hold and help maintain the corporate minute book or company record book to keep you in compliance with state statutes. 

Why Do I Need a Registered Agent?

If you do not have a physical location in Oregon and are registered to do business in Oregon, you must select a Registered Agent to accept documents on your behalf.  The State of Oregon needs to know it has a contact person for your business with a street address within the state at all times; PO boxes are not acceptable addresses for Registered Agents.  The company uses a P.O. box or doesn’t have a permanent work site.  If you relocate frequently, you could tell your state each time you move, but using a Registered Agent avoids this hassle.  The state will send your company important compliance information and official correspondence through your Registered Agent.  For most businesses, this correspondence is comprised of an annual report, changes in your corporate status and perhaps tax filing correspondence.

Oregon requires certain types of companies doing business within its borders, like corporations, limited liability companies, limited partnerships, not-for-profit corporations, and other entities required to register in the state, to appoint and maintain a Registered Agent, as well as a legal address to accept service of process on behalf of your company.  If you operate in more than one state, you’ll need a Registered Agent in each state.  Appointing a Registered Agent can be done when the company is first set up, or can be changed at anytime thereafter.

Why use a Registered Agent?

You want to cover yourself.  If you want to make sure that you don’t overlook anything that could get your company into trouble appoint a Registered Agent.  This can be helpful if you travel a lot, have a busy life, busy business, don’t maintain normal business hours (M-F 9am-5pm) and aren’t around when the process server shows up.  Process may be completed by leaving the summons at your office, but the clock on responding in the legal action starts to run before you return to see the summons.  Besides the embarrassment of being served in front of family, friends, customers, employees, vendors, or prospects, there are other compelling situations in which it’s good to have an agent working on your behalf. 

The Registered Agent’s address is of public record.  Since the Registered Agent’s address is publicly available, anyone has access to it … including marketers, mailing lists, and spammers. Registered Agents often receive unsolicited junk mail for their business.  If you wish to keep your company or personal address information confidential, opt for a third party Registered Agent. You’ll get an extra layer of privacy and won’t have to deal with as much unsolicited mail.

A Registered Agent receives all communication from the State of Oregon, helps to keep your corporation or LLC in compliance with all state statutes.  PSL is available to attend your annual corporate meeting and/or draft your annual minutes.  PSL is also available to attend special company meetings and draft special minutes, resolutions or consents as may be needed.

As your Registered Agent, PSL will work with banking institutes, title companies and Realtors to help insure any needed documents are drafted and delivered timely.

While a Registered Agent may seem like a trivial formality, it actually plays an important role in receiving communications and keeping your corporation or LLC in good standing. The last thing you want is to miss an important filing date or fail to respond to a litigation notice because you didn’t receive the notice on time.

Having a Registered Agent is an Ongoing Requirement.

What happens if you fail to maintain a Registered Agent?  Failing to have a Registered Agent contact in Oregon may result in serious adverse consequences.  Your business can be administratively dissolved and forfeit the authority to do business.  Continuing to do business as usual under this status means your business is not only subject to fines and penalties but may also be unable to defend itself in a lawsuit and could make you personally liable in a lawsuit.   Reinstatement of what is known as “good standing” for businesses can be a tedious and expensive process.

What Does a Registered Agent Do?

While states vary in their exact requirements for Registered Agents, there are a few rules that generally apply:

1. The Registered Agent must be a resident individual or business.
2. The Registered Agent’s office address must be a physical street address in the state.  The Registered Agent must be available during “normal” business hours—nine to five, Monday through Friday.
3. The Registered Agent must have possession of your corporate minute book or company record book with current records as required by Oregon statute for the last three years.
4. Your Registered Agent is Your Official Contact With the State

What If I Don't Designate a Registered Agent?

A business that does not select a Registered Agent may risk falling out of "good standing" with the state.  Penalties can include license revocation, fines, and the inability to enter into legal contracts and/or gain access to the state court system.  Moreover, reinstatement proceedings could include further monetary, civil, and possibly criminal sanctions as well.

Why a Professional Registered Agent Makes Sense

Time-sensitive materials require immediate attention. You’re busy running your business and in almost every case that means you’re not always available during regular business hours to receive important communications that require a response by a certain deadline or due date.  A professional Registered Agent is available for the receipt of official documents and will forward them to you in a timely fashion so you don’t miss important annual report, tax and litigation filing deadlines.  A reliable professional agent helps you avoid the consequences of improper handling of critical paperwork.

A sign of your business’s legitimacy is your decision to incorporate—it’s a sign that you’re serious about what you do and that you intend to succeed.  Acting as your own Registered Agent means keeping your business address (which may also be your personal address) on file with the state for where to send the correspondence routinely associated with corporations and LLCs.  This opens you up to interruptions to your busy day, and if clients or customers are present, it can jeopardize the professional image you’ve worked so hard to project.  For example, if you are served with notice of litigation, you can understand that a client or customer’s reaction won’t be favorable.  You’ve taken the steps to legitimize your business and are working hard to earn the respect of clients and customers.  Don’t jeopardize it all by making it seem that you need to juggle functions you can outsource that take time away from what you do best as a business.

The right Registered Agent is a partner in your success.  A reliable Registered Agent such as PSL gives you peace of mind that you won’t miss a critical filing and endanger your business’s good standing.  Monitoring tools and services provide transparency as to exactly what’s going on with your business compliance so you’re always in control.  With a professional Registered Agent you can count on, you have the confidence of knowing that you’re aware of and on top of your compliance obligations.

What Does PSL Do As Your Registered Agent?

While states vary in their exact requirements for Registered Agents, there are a few rules that generally apply:

1. PSL as your Registered Agent is a resident individual or business.
2. PSL as your Registered Agent’s office address is a physical street address in the state.  
3. PSL as your Registered Agent is available during “normal” business hours—nine to five, Monday through Friday for any service of process.
4. PSL as your Registered Agent must have possession of (with current records as required by Oregon statute for the last three years) your corporate minute book or company record book and PSL will help to maintain and keep it up to date.
5. PSL as your Registered Agent is Your Official Contact With the State
6. PSL as your Registered Agent works with other businesses (banks, title companies, etc.) on your behalf.
7. PSL as your Registered Agent drafts and delivers necessary documents (annual minutes, special minutes, notices, consents, resolutions).
8. Some of the Services Provided By PSL: 
Attending Annual Shareholder and Board of Director Meetings
Maintain a Corporate Stock Ledger or Unit Interest Ledger
Maintain Shareholder or Member Contact List
Change of Agent
Name Availability and Registration
Preparation and Filing Incorporation and Formation Documents
Preparation and Filing Amendments and Mergers
Preparation and Filing Annual Reports
Preparation and Filing Dissolution, Cancellation and Withdrawal
Preparation and Filing Assumed Business Names
Monitoring Your Corporate Compliance
Status Reports, Good Standing Certificates
Certified Copies

If you are interested in working with PSL please contact us by clicking the “Contact” button on the top menu. 
 

 

 

 

 

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