In the world of small business, there is no such thing as being too prepared. That’s why it’s always important to know a few key things about registering your company, and with California, this includes knowing more about registered agents.
As an entrepreneur, you need to know about registered agents because it’s something you should expect when you do business in California. As a matter of fact, if you’re going to do business in California, there are certain ways that not only you have to know about but also your employees.
What Is a California Registered Agent?
In California, a registered agent is an individual who serves as the company’s representative to the functions of state government. A registered agent would act on behalf of a company, such as when it applies for or renews a business license or sends out official correspondence to the public.
A California Business Corporation (CALBOC) cannot exist without a registered agent. In fact, a business can only be created by filing Articles of Incorporation and paying any applicable fees without an agent. Even if you’re creating a corporation, the state will require you to designate an agent within a certain period of time.
Specifically, you must file Articles of Incorporation with the Secretary of State’s office within 30 days of incorporation and file an application for corporate secretary within one month of the filing. Once this is done, your company will have to conduct business under certain guidelines.
Who Can Be a California Registered Agent?
Any adult who lives in California, and is not involved in any criminal activity, can become a registered agent. Officers and directors of the corporation, however, are not allowed to be registered agents.
Once a California corporation appoints a registered agent, the agency continues for the life of the company unless it is terminated. If someone dies or becomes mentally incompetent, however, the person’s estate can terminate the company’s registered agent.
The chief executive officer (CEO) or president of a corporation also can act as its registered agent. The CEO or president may be considered an “informal representative” if he or she manages and supervises people who are authorized to act on behalf of the corporation. It is important to note that this does not mean the CEO or president can fulfill the duties of a registered agent.
Can I Be My Own Registered Agent In California?
As far as a California business entity, only the CEO or president of the corporation can serve as its registered agent. This means that you cannot simply be your own registered agent in California. However, you can have a manager do the work.
In order to understand how a manager can serve as a registered agent, you first need to know about a corporation’s two types of officers: the “inside” officers and the “outside” officers.
Inside officers are technically considered agents of the corporation. However, outside officers are not agents but rather special appointees who make decisions or intervene on behalf of shareholders when issues arise.
This distinction between inside and outside officers brings us back to managing your own registered agent duties in California. If you are the CEO or president of a corporation, and no one else is willing or able to serve as its registered agent, you can act as the company’s agent instead of having a manager do the work.
California Registered Agent Requirements
- The person can only be an adult (18 years old or older) who lives in the state of California.
- The person cannot be involved in a criminal conspiracy or have been convicted of any felony.
- The person cannot be an officer or director of the corporation.
- The individual cannot be required by California law to sign as a registered agent for anything (i.e., notarized formation documents). If this is the case, then the individual must make sure to act as the company’s registered agent.
- The person must be mentally competent. If not, the person’s estate can terminate the company’s registered agent.
- The person can serve as the corporation’s registered agent for only one company at a time. However, this does not mean he or she cannot serve as a registered agent for a California LLC.
- A business entity operating in California without a registered agent may face penalties from state authorities.
What Does a Registered Agent Do?
- A registered agent is responsible for accepting service of process for businesses. Service of process encompasses such documents as summonses, complaints, and other legal processes directed to the business.
- The registered agent is also responsible for communicating with the business entity’s creditors, shareholders, or other interested parties who request it through the Central Office Registered Agent system.
- The registered agent will also be responsible for the business entity’s taxes and annual filings with the state, if applicable. He must file a statement of information with the California Secretary of State’s office every year about doing business there.
- The registered agent must also maintain a record of signatures on any legal documents in order to show that they have been signed by the official acting on behalf of the business.
- Finally, the registered agent must also keep a record of the state and local taxes that are paid on behalf of the business.
What documents should a registered agent file?
A registered agent is responsible for filing the following documents:
- Business entity’s Articles of Organization
- A list of the corporation’s officers and directors
- A copy of the business entity’s federal tax information (Form W-2 or 1099)
- The annual filing fee for your business (if required by state/local government)
- A copy of the registered agent’s certificate of authority to act as a registered agent (this is required if one was not previously filed)
- A personal signature from the registered agent or authorized representative
- Proof that the registered agent has been approved by the Secretary of State’s office as a registered agent (this is required if one was not previously filed)
- Proof from the business entity’s attorney that it has been properly authorized to act on behalf of the business.
- A written description of the location and/or contact information for public records in the state where your business is located, including business name and address of city hall, county clerk or state agency where records are found (if applicable)
- A letter from the business entity’s attorney authorizing the registered agent to file and act on the corporation’s behalf
- A copy of any agreement that names the registered agent as a party to it
- A signed fiduciary authorization form authorizing another person to act on behalf of your business if you become incapacitated or die
- An original notarized statement of qualified authorization forms authorizing another person to act on behalf of your business if you are unable to do so yourself.
California registered agents are immune from legal action if they act within the scope of their agency.
- California registered agents are not required to be an active part of the business or have any connection with the management or ownership decision-making process of the business entity they serve.
- California registered agents do not work for the company; rather, they are a third party responsible for facilitating communication solely between that company and governmental agencies or other groups that have a legitimate interest in communicating with it.
Ongoing California Business Compliance
California registered agents are not liable for the actions or inactions of the business entity, nor do they act on behalf of the business entity.
California registered agents must carry Errors and Omissions Insurance and cannot be sued directly by the company’s customers.
To remain a registered agent in California, you must pay a $50 registration fee every two years.
How much does a registered agent cost?
It’s important to remember that registered agent services are not legally required. However, a registered agent provides several benefits for a designated business entity in California.
For such services, the average fee is between $100 and $200 per year. But prices can vary depending on the company and type of service.
When looking for a registered agent, it’s also important to verify that the business has been registered with the Secretary of State and is active.
Pros&Cons of Hiring a Registered Agent
There exists a number of advantages and disadvantages of having a registered agent:
- For a smaller, closely-held company, a registered agent is often the best choice. A registered agent can act as the business owner’s personal representative should their own death or incapacity occur.
- Many business owners want to protect their privacy and are wary of appearing in certain public records. For this reason, registered agents are important.
- A registered agent in California can act as an “alibi witness” if an employee or shareholder should be accused of committing fraud or another crime against the entity.
- A registered agent can: Keep records of all the entity’s activities, such as books and other documents; Assist in communicating with government agencies and others; Make sure the entity is compliant with state and federal laws to which it is subject; Certify that certain officers have not been convicted of a felony or misdemeanor.
- Someone with no previous management experience will often have difficulty transitioning from a registered agent to an active role in the business.
- Some business owners prefer to interact with their customers and clients directly rather than rely on a third party to carry out these duties.
- Establishing a strong relationship with a registered agent is challenging. Business owners need to be proactive in establishing trust and developing a relationship that has been built over time.
- For publicly traded companies, it may not be necessary to have a registered agent at all because of the duties and responsibilities they already have as an officer under corporate law.
Types of Registered Agent
I. Commercial Registered Agent (“CRAs”)
A CRA is an individual or company that is designated by clients to receive, hold and forward legal documents on behalf of their clients. Many CRAs charge a monthly fee, which can run anywhere from $100 per month to $500 per month or more.
II. Private Registered Agent (“PRAs”)
A PRA is a person who may be required to accept legal documents on behalf of a client for the purpose of serving as your private agent. In order to be a PRA, the person must hold a PRA Designation issued by the California Secretary of State.
Many PRAs charge a monthly state fee, which can range from $200 to $500 per month or higher, depending on the size of your business and how much paperwork you have.
A registered agent can also be a corporation or a limited liability company (“LLC”). Corporations and LLCs who are designated as registered agents can charge higher fees than individual PRAs or CRAs.
What is a service of process agent?
A service of process agent is a person who receives process documents and makes sure they are legally served to the proper officer or individual, if appropriate.
A service of process agent generally does not accept any actual legal documents themselves. Instead, the service of process agent will forward the documents to “the proper officer.”
The bonafide service of process agents can be either an individual or an entity. In order to be a service of process agent, the person must hold a service of process agent designation issued by the California Secretary of State.
To become a service of process agent in California, you must:
- submit an application to the California Secretary of State with all appropriate state fees;
- conform to any other requirements as determined by the Secretary;
- meet certain conditions that must be met.
The application includes a statement that you will forward any legal documents served on you to the proper officer named in the documents.
What does “service of process” mean?
“Service of process” is the legal requirement that a person receives legal documents from another person and makes them available to the party served.
If you are receiving legal documents, you must forward those documents to the proper officer named in the documents within a certain period of time (usually 15 days from when they are received), unless there is a court order directing otherwise.
How Do I Search For A California Registered Agent?
There are different ways to search for a California registered agent:
I. By Service of Process Agent Name:
In order to search by the name of a California service of process agent, you need to enter the name in the search box at the top of this page.
If you do not know the exact name of your service of process agent, you can try searching by state. For example, if your service of process agent is from the state of California, then you can enter the word “California” into the search box at the top of this page.
II. By State:
In order to search by state, you need to select the state of operation from which your business entity has business.
For example, if your business is based in California, then you need to choose the state of California in the drop-down menu and then press the “Search” button.
It is important to remember that your search will only be successful if your service of process agent is a bona fide California registered agent.
Electing a Registered Agent Online
You can elect a registered agent online on the California Secretary of State website, your Registered Agent Directory account, or by phone.
You can also mail your election form to your registered agent directory account.
Electing a Registered Agent by Mail
You can elect a registered agent by mail on the California Secretary of State website, your Registered Agent Directory account, or by phone.
When electing a registered agent by mail, you must be sure to include the following:
- completed Election of Registered Agent form;
- check made out to the Secretary of State for $25;
- certified copy of certificate, articles, or statement filed with the California Secretary of State.
What If I Want to Change My California Registered Agent?
To change your California registered agent, you need to give written notice to your current registered agent and your new registered agent.
If you are the sole owner of a business entity, then you have the option of giving written notice directly or by mail.
If your entity has more than one owner, then all of the owners must state their approval in writing on a statement declaring intent to change service of process agent.
You can also place this statement in the minutes of the first meeting held after changing registered agents.
4 Best California Registered Agent Services & Description
Here are 4 top California registered agent services that we’ve analyzed and compared:
1. Zen Business
Zen Business is a California registered agent service that provides you with quick and efficient LLC formation service by having all the necessary tools for your business at your fingertips.
The company offers different packages to supply an excellent customer service.
- Standard Package: $49/year
- Premier Package: $179/year + $15/additional entity
Zen Business’s standard package allows you to file documents to the Secretary of State and receive service of process on behalf of yourself or your business entities.
The Premier Package also includes an unlimited number of business entities, hosting for your website and blog, a free mobile app for your smartphone or tablet, professional filing services with the Secretary of State and the IRS, as well as dissolving your business.
You can also add additional entities to your Premier Package for an additional $15/entity.
Zen Business also offers a premium package for businesses with more than five entities, or $99/year, which includes all the benefits of the Standard Package plus 150 documents for nationwide service of process on behalf of your business. Zenbusiness contact website : http://zbusiness.com/
2. Northwest Registered Agent
The Northwest Registered Agent is one of the oldest and most established California registered agent services. The company has been in business since 1993.
The Oregon Service of Process Bureau recommends using this service because it has a proven track record and is well-known throughout the state.
The company offers convenient online business services that allow its customers to:
- setup an account
- request for electronic filing
- track the status of their documents
- receive service of process as well as general assistance by phone or email 24/7.
The company’s customer-oriented services and experience in the industry have allowed it to make the process of choosing a registered agent as hassle-free as possible.
- No Physical Address: $29.95/year
- Physical Address: $44.95/year
The company offers packages with and without a physical business address. They also provide a free mobile app that allows you to stay on top of your documents and make changes to your account, all from your phone!
Incfile is a California registered agent that has been in business for over 10 years. The company offers franchise, business, and LLC formation services as well as business consulting services.
The company is a leader in the filing industry and has been featured on many news networks including CNN, FOX, and ABC News for its innovative online and mobile technology approach that makes the formation process faster, easier, and more affordable.
- Deluxe Package: $14.99/year
- Corporate Package: $29.99/year
Incfile’s Deluxe package allows you to file documents with the state and receive service of process. Incfile’s Corporate package includes all the benefits of the Deluxe Package and provides you with an additional feature: a free, mobile app that allows you to track all your business documents, manage your account, and receive email updates on the status of your corporate filings.
LegalZoom is a California registered agent that provides you with all the necessary services to form your business, including legal documents.
The site offers free customer support, phone and email assistance from an in-house registered agent, a free mobile app, as well as lawyer-drafted and time-bound plans.
Legal Zoom’s Standard Package allows you to file up to 25 documents with the Secretary of State.
LegalZoom also offers you a Corporate Package that includes all the benefits of the Standard Package and also provides you with a free, mobile app where you can track your corporate filings.
The app also allows you to manage your account, receive email updates on the status of your corporate filings and send secure messages to their support team.
- Standard Package: $28.00/year
- Corporate Package: $36.00/year
Frequently Asked Questions
Q. What happens if I change my address?
A. You should contact your current registered agent to give them your new address. Make sure you forward any mail you receive from the state or court to the new address.
Be sure to keep a copy of your proof of mailing in case your current registered agent fails to forward the mail.
Q. What if I start receiving mail from a company or person that I don’t know?
A. It’s possible that you are signing up for a service of process for a company or person you don’t know.
To check this, contact your registered agent and let them know that you want to be removed as an agent for the company/person.
Q. What happens if I misplace my registered documents?
A. Contact your current registered agent and make sure they have the documents on file before you activate your new service of process.
Q. What happens if I don’t pay my registered agent bill?
A. Most registered agents will send you a legal notice stating that your account is delinquent.
Please contact your registered agent and make sure they’re sending you the legal notices for the company or person you are signing up for service of process for.
Q. What is the difference between a registered agent and a service of process?
A. A registered agent is the business or person you choose to receive documents on your behalf from the court or state.
Service of process is a legal document that notifies a company or person of a lawsuit against them. In most cases, if you’re signing up for service of process, you’ll need to have a registered agent as well.
Q. What happens if the documents are returned to the sender?
A. If you receive a package from the court or state and it’s damaged or sent back to you, contact your registered agent immediately and make sure they’re notifying you of any legal claims against the company/person you signed up for service of process.
Q. What happens if I change my mind?
A. When it comes to signing up for service of process, there is no need to hurry into making a decision. It’s better to be safe rather than sorry.
We hope this guide was helpful to you and will help you to become familiar with the different companies that provide California registered agent services.
As a disclaimer, it is important to note that the information contained in this article should not be construed as legal advice. Readers are advised to consult a licensed attorney in their jurisdiction for any questions concerning their individual rights and obligations under the law.