What Is A Registered Agent In A Corporation

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Registered Agents FAQs

• Formation of Texas Entities
• Amendments and Corrections
• Name Filings
• Mergers and Conversions
• Terminations and Reinstatements
• Foreign or Out-of-State Entities
• Nonprofit Organizations
• Management and Ownership
• Registered Agents
• Home or Property Owners' Assns.
• Business Organizations Code
• Filing & Other General Questions
• SOSDirect
• Trademarks
• Service of Process Information

The answers to our Frequently Asked Questions are provided for informational purposes and are not intended to provide legal advice or to substitute for the advice of an attorney. If you have specific legal questions, consult your attorney.

• FAQs for Entities
• FAQs for Agents

FAQs for Entities

1. Who can be a registered agent?
2. I'm from out of state.  How do I find a registered agent in Texas?
3. I designated a registered agent on or after January 1, 2010.  Am I required to file a copy of the registered agent's consent with the secretary of state?
4. What happens if I designate a person who has not consented to act as registered agent?
5. My registered agent resigned or moved.  Do I need to file anything with the secretary of state?

1. Who can be a registered agent?

   Generally, an individual Texas resident or an organization that is registered or authorized to do business in Texas with a business office at the same address as the entity's registered office may consent to serve as the registered agent. Although an officer, owner, or employee may serve as an entity's registered agent, an entity may not serve as its own registered agent. An entity may contract for the provision of registered agent services from another business entity, such as a service company. The secretary of state, or other governmental agency or authority, cannot serve as an entity's registered agent.

2. I'm from out of state. How do I find a person who can serve as my registered agent in Texas?

   If your entity is not able to provide its own registered agent and office, some businesses, known as service companies, provide registered agent services for a fee. Your attorney or accountant may also offer this service. The secretary of state does not maintain a list of companies or persons who provide this service.

3. I designated a registered agent on or after January 1, 2010. Am I required to file a copy of the registered agent's consent with the secretary of state?

   Although a copy of the consent submitted with a registered agent filing will be retained with the filing instrument in the records of the secretary of state, the consent of the registered agent is generally not required to be included with the registered agent filing or otherwise filed with the secretary of state. The signed consent of the registered agent should be sent to and retained by the represented entity.

   Additionally, although the consent is generally not required to be filed with the secretary of state, a copy of the consent that is submitted for purposes of filing with the secretary of state, along with the applicable filing fee, will be filed and indexed in the filing history of the represented entity. The fee for filing a consent of registered agent is $15, unless the consent is submitted on behalf of a nonprofit corporation or cooperative association. The fee for a nonprofit corporation or cooperative association is $5.

4. What happens if I designate a person who has not consented to act as registered agent?

   The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC apply with respect to a false statement in a filing instrument that designates a registered agent without that person's consent.

   Additionally, the non-consenting person is not obligated to perform the duties of a registered agent and may reject the appointment. See FAQs for Agents #3 below. Failure to appoint or maintain a registered agent and registered office may result in the involuntary termination of a domestic filing entity or the revocation of a foreign filing entity's registration to transact business in Texas.

5. My registered agent resigned or moved. Do I need to file anything with the secretary of state?

   Yes. A domestic or foreign filing entity is required to continuously maintain a registered agent and registered office in Texas. Failure to do so may result in the involuntary termination of a domestic filing entity or in the revocation of a foreign filing entity's registration. Therefore, it is important that an entity file a statement of change of registered agent and/or registered office with the secretary of state to keep the name of the registered agent and the registered office address current. See Form 401 (Word, PDF).

FAQs for Agents

1. What are my duties as a registered agent or as an appointed agent?
2. I was designated as an entity's registered agent, but I don't want to be.  What can I do?
3. I was designated as an entity's registered agent on or after January 1, 2010, but I did not consent to the appointment.  Am I obligated to forward process, notice, demand, or other notices required or permitted by law to the entity?
4. I am the registered agent for several business entities.  If my office address changes, does anything need to be filed with the secretary of state?
5. If I consent to serve as an entity's registered agent am I automatically liable for the debts, liabilities, or obligations of the entity?

1. What are my duties as a registered agent or as an appointed agent?

   A registered or appointed agent's duties are:

   • To receive or accept, and forward to the represented entity at the address most recently provided to the registered agent by the represented entity, or otherwise notify the represented entity at that address regarding, any process, notice, or demand that is served on or received by the registered agent; and
   • Provide the notices required or permitted by law to be given to the represented entity to the address most recently provided to the registered agent by the represented entity.

2. I was designated as an entity's registered agent, but I don't want to be.  What can I do?

   Rejection of Appointment:

   A person designated as an entity's registered agent on or after January 1, 2010 who did not consent, in a written or electronic form, may file a rejection of appointment with the secretary of state. On filing, the rejection of appointment will terminate the appointment of the registered agent and the registered office. See Form 428 (Word, PDF)

   Resignation of Registered Agent:

   A registered agent may resign by providing notice to the represented entity and the secretary of state. See Form 402 (Word, PDF). Notice to the secretary of state must be given before the 11th day after the date the notice is given to the entity. If the registered agent complies with the notice requirements, the appointment of the registered agent and registered office will terminate on the 31st day after the date the secretary of state receives notice.

3. I was designated as an entity's registered agent on or after January 1, 2010, but I did not consent to the appointment.  Am I obligated to forward process, notice, demand, or other notices required or permitted by law to the entity?

   Pursuant to section 5.206(b) of the BOC, a person who has not consented to serve as the registered agent of an entity is not required to perform the duties of a registered agent. Section 5.208 of the BOC also provides that a person designated on or after January 1, 2010 who did not consent to the appointment is immune from liability for refusing or failing to perform the duties of a registered agent. If you did not consent to the appointment made on or after January 1, 2010, you may reject the appointment by using Form 428 (Word, PDF).

4. I am the registered agent for several business entities.  If my office address changes, does anything need to be filed with the secretary of state?

   Yes. Changes to the registered agent or registered office information must always be filed with the secretary of state and comply with applicable statutory requirements. A registered agent with a change of address may notify the secretary of state of the change by submitting Form 408 (Word, PDF). A registered agent also may use Form 408 to simultaneously change the registered office address for more than one represented entity.

   Each represented entity may also notify the secretary of state of the agent's change of address. See Form 401 (Word, PDF). If the represented entity notifies the secretary of state of the change, the agent is not required to also file a notification.

5. If I consent to serve as an entity's registered agent am I automatically liable for the debts, liabilities, or obligations of the entity?

   Section 5.208 of the BOC specifically states that a person designated as an entity's registered is not liable solely because of the person's designation as registered agent for the debts, liabilities, or obligations of the entity.

What Is A Registered Agent In A Corporation

Source: https://www.sos.state.tx.us/corp/registeredagentfaqs.shtml

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