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Characteristics of Business Entities





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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