Bill No.: SF0026                  Drafter:  LGC

LSO No.:  08LSO-0025              Effective Date:

Enrolled Act No.:  <enrnum>

Chapter No.:       <chptnum>

Prime Sponsor:     Joint Corporations, Elections and Political Subdivisions Interim Committee

Catch Title:       Business entities-registered agents.

Subject:            Transfers statutes providing for registered agents into one section that applies to all business entities and places new restrictions and requirements on registered agents.

Summary/Major Elements:

· The act requires business entities to continuously maintain a registered office which is a physical location where the registered agent of the entity can accept service of process.  A registered agent may be an individual, a domestic or foreign business entity if it has a written agreement creating an agency relationship with an individual whereby the individual may accept service of process.

· The act renumbers statutes providing a process for changing registered offices or registered agents and dealing with the resignation of a registered agent.

· The act puts the following new requirements on registered agents:

o A business entity must provide its registered agent and keep current the name, address and telephone number of a natural person who is an officer, director, employee or designated agent of the entity who is authorized to receive communications from the registered agent;

o A registered agent must maintain at its office the following information which must be current within sixty days of any change until the business entity's first annual report and thereafter when the annual report is due:

§ Names and addresses of the business entity's directors, officers, managers, managing partners, trustees or persons serving in a similar capacity;

§ The name, address and phone number of the person designated to receive communications for the entity; and

§ A copy of the contract creating the agency relationship with a natural person for acceptance of service of process.

§ The agent and the entity may agree that the names and addresses required to be maintained may be filed with the secretary of state by the entity instead. 

§ A registered agent may also comply with these requirements by requesting the information from the entity and, if the entity does not provide the information, the registered agent notifies the secretary of state and resigns as registered agent of the entity.

o Only commercial registered agents need to be registered with the secretary of state.  The act defines a commercial registered agent as a person or entity that serves as a registered agent for more than ten business entities.  A commercial registered agent may not have been convicted of a felony, have any officer, director, partner, manager or other managing person who was convicted of a felony, may not engage in conduct in connection with acting as a registered agent which is intended to deceive or defraud the public and may not have any officer, director, partner, manager or other managing person who has had their commercial registered agent registration revoked.

Comment:  Final action on this bill was not taken at the time this summary was prepared.  Should changes be made to the bill upon final passage, an updated summary will be transmitted to all legislators.