Bei US-Firmengründungen ist der Unternehmer mit Agency Services konfrontiert, insbes. dem Registered Agent (in der Regel übernommen von professionellen Dienstleistern). Worum handelt es sich hierbei?
Statutory Agency Representation
In almost every jurisdiction, state law requires the appointment of a registered agent, also known as a statutory or resident agent, to accept service of process on behalf of entities that are formed or qualified to do business in that state. Entities appoint a registered agent in formation or qualification documents filed at the Secretary of State or equivalent office and can change their agent by filing a statement of change at the same office.
Registered agents help clients avoid default judgments by receiving and routing service of process in accordance with client instructions so that clients have as much time as possible to prepare a response. Default judgments occur when a party does not respond to service of process by the answer deadline and may be difficult and costly to overturn.
Besides handling service of process, registered agents help keep client entities in good standing by forwarding annual report forms and franchise tax notices received from the state and keeping track of the constantly changing state laws regarding compliance requirements, deadlines, and fees. An entity that loses its good standing faces significant consequences including not being able to initiate lawsuits, enforce contracts, or obtain loans in that jurisdiction. Reinstating an entity’s standing after administrative dissolution or revocation can be a difficult, expensive, and lengthy process.
Special Agency Representation
The difference between statutory and special agency representation is often misunderstood. Statutory agency representation satisfies the nearly universal state law requirement that a process agent be appointed at that state’s Secretary of State or equivalent office to accept service of process on behalf of an entity. Special agency is used to fulfill federal and state law requirements usually related to certain registration, licensing, or other regulatory filings. These laws and filings require the appointment of a special process agent to accept service of process, regulatory violations, or compliance notices from that agency (a department or agency other than a Secretary of State office).
Before registering an address with an agency, it is important to notify your special process agent to confirm appropriate forwarding instructions for any documents they may receive on your behalf. A special process agent may also be able to provide valuable assistance completing the required forms or other paperwork. For instance, a process agent can provide you with a written consent document – required by some regulatory agencies – wherein the agent agrees to accept service of process.
Examples of federal agencies and laws that may require special agency representation include:
- Federal Motor Carrier Safety Administration
- Securities and Exchange Commission (SEC)
- Federal Communications Commission (FCC)
- Register of Copyrights
At the state level, examples of regulatory agencies that may require the appointment of a special process agent include departments regulating Insurance, Banking/Financial Institutions, Sales Tax, Alcoholic Beverage Control, Public Utility Commission, and Agriculture/Pesticides, among others.
