Why Have a Registered Agent, and What Does the Agent Do?

Each Utah business entity, whether LLC or corporation, is formed under a particular statute enacted by the Utah State Legislature.  For the entity to be recognized as a separate legal entity under Utah law, and for the State of Utah to confer limited liability on the owners of the entity, each enabling statute imposes certain requirements.  One of those requirements is that each entity have a statutory representative.  That is, the entity must designate and maintain at all times a designated statutory agent in the State of Utah.  That statutory agent is called the “registered agent.”

Similarly, each entity formed in another state–called a “foreign” entity–that does business in the State of Utah, must also designate and maintain a registered agent in the State of Utah.

The registered agent in Utah must have a street address in the State of Utah (not just a P.O. Box) and should be available on all business days during normal business hours.  If any person sues the entity or if the State of Utah wants to give official notice to the entity, the legal papers (called the “service of legal process”) and official notices are mailed or delivered to the registered agent.  Typically, the registered agent promptly forwards such legal papers and notices to the entity’s President or Manager.

If an entity fails to maintain a registered agent, the State of Utah will dissolve the entity by administrative action.

All 50 states have similar requirements for entities.

SHOULD AN ENTITY OFFICER OR MANAGER SERVE AS REGISTERED AGENT?

We do not recommend that a company owner or officer serve as registered agent. Why? There are two reasons:

  1. In most cases, legal papers are served on the President or Manager of an entity.  The registered agent is intended to act as a backstop in the event the primary contact person is unavailable to receive legal papers.  If the primary contact person and the registered agent are the same person, then deliveries of important legal papers to the entity may “slip between the cracks” if the contact person/registered agent is absent for even brief periods.
  2. Often, the officers or Managers of an entity change as people move around in the business world.  When those changes occur, if that person is also the registered agent for the entity, a change in the registered agent must be made at that time. Changing the registered agent must be accomplished on a change form that is prepared and filed with the Utah Division of Corporations.  Yet, if that change form is not prepared and filed timely, and legal papers are served on the wrong person in the meantime, there could be a damaging delay in responding to those papers.

WHY SHOULD AN EXPERIENCED PROFESSIONAL SERVE AS REGISTERED AGENT?

Utah Business Filings, Inc. (“UBF”), an affiliate of Armstrong Law Offices, P.C., serves as registered agent for numerous entities including all entities formed for clients of Armstrong Law Offices or by our lawyers.  Why?

  • UBF is the best choice as registered agent because it is owned and controlled by us and its staff are experienced in recognizing which papers have been served and the level of urgency for those papers.
  • UBF and its staff are familiar with each entity it serves.
  • UBF provides its clients with expert sorting of legal papers received, to distinguish between papers that need immediate attention and those that don’t.  Inexperienced people may discard some notices as being only “junk mail”–often with disastrous consequences!
  • UBF immediately contacts the client entity regarding any notices and papers which warrant immediate response.
  • UBF provides prompt forwarding of all papers received to enable prompt action and response by the client entity.
  • If requested by the client, UBF will make timely response to the notices and papers received.

DOES THE REGISTERED AGENT HAVE AUTHORITY TO SIGN CHECKS OR INCUR DEBT FOR THE ENTITY?

No!  A registered agent’s authority is limited to receiving for the entity, official notices and service of legal process–the registered agent is not an agent for any other purpose.