Agent ManIf you create a corporate entity in a state where your company may not have a physical presence, most states will require you to maintain a corporate agent, that is, an individual or entity who is responsible for receiving legal documents — notices and court papers — on behalf of your company.

Pennsylvania differs in that it does not require an agent but, rather, a so-called “registered office” or “registered address.”  Section 1507 of the Pennsylvania corporations law states that “every business corporation shall have and continuously maintain in this Commonwealth a registered office which may, but need not, be the same as its place of business.” Pennsylvania law, however, acknowledges that many entities’ registered addresses are actually those of an agent or a corporate services company and, therefore, provides rules for notifying the state of changes in an agent’s address or status.  See, for example, 15 P.S. §§ 108 (Change in location or status of registered office provided by agent) and 109 (Name of commercial registered office provided in lieu of registered address).

Delaware law expressly requires that all corporations maintain an agent.  Section 132 of the Delaware Corporations law states that “every corporation shall have and maintain in this State a registered agent,” which can be the corporation itself, an individual or another business entity.

Failing to maintain current information about your registered agent can have adverse consequences.  In both Pennsylvania and Delaware, for example, failure to designate a registered address or agent could lead to cancelation of an entity’s certificate of formation.  In a litigation context, a plaintiff’s inability to serve process (i.e., a civil complaint) because of the defendant’s failure to notify the state of a change in a registered address or agent, could deny the defendant a defective service defense, which could result in a default judgment.

The cost of maintaining an agent is relatively minor and may range from $50.00 to $500 per year depending upon the services being offered.  Make sure your house is in order.

–Adam G. Garson, Esq.