Change of Registered Agent or Office Resolution - By David Gass

Holding corporate meetings and keeping up with resolutions are fundamental to why you formed a corporation in the first place. Appropriate and timely corporate resolutions help protect the personal assets of its owners and officers. You can lose tax deductions and benefits if you do not conduct meetings that create the resolutions supporting the actions taken by the corporation.

One of the first actions a new corporation should take is a resolution for a corporate Registered Agent designated to receive important legal correspondence and tax documents.

Almost ALL jurisdictions require that the corporation designate a registered agent for service of process. However, in most cases, anyone who has a street address, without a P.O. Box within the state of incorporation may act as a registered agent for the corporation.

Any entity conducting business within almost every state in the USA must register to do business in that state, appoint and maintain a registered agent, and in some cases a registered office.

A Registered Agent acts as the representative for accepting Service of Process served upon the company within the jurisdiction of any state where the company performs business. Service of Process is widely construed to include any legal proceeding, legal notice, or official government communication presented to the company while it is within the jurisdiction of a state.

In order to incorporate, states need you to continue with a registered agent within their territory. The name and address of the registered agent are put into the articles of incorporation so that the corporation can take delivery of important correspondence such as legal notices and tax documents.

Note that if you decide to form your corporation in the state in which your principal business is located, a director, officer, or employee can serve as the registered agent. However, even in this case, many businesses still decide to use a professional registered agent service to ensure that important legal and tax documents are kept separate from other general business correspondence.

If you need to change your registered agent, simply file a “Statement of Change of Registered Office or Registered Agent” with the Corporations Division. When you file the statement, you should also file a copy of it and pay the $5.00 fee. You can also amend registered agents and registered offices by indicating the change in your annual report.

Corporate Resolutions, Bylaws, Company Minutes and Stock Ledger information maintained properly are vital to the continued success and existence of a corporation. They are the unfailing protection of the company directors and shareholders.

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