When you start your company and formally register as a business entity with the Secretary of State or similar state filing authority (state’s filing authority), you are required to provide the name and address of a registered agent for service of process. If you also register in additional states besides your home state (referred to as foreign registration or qualification), you will need to appoint a registered agent in each of those foreign jurisdictions.
This registered agent is either an individual person or another business entity who will maintain an address/office where they can receive legal process, demands, notices, and other communications from state filing offices or courts on your behalf, which can then be forwarded to you to deal with along with your legal counsel.
In some jurisdictions, when you form or register your company, you may have noticed that they ask whether you are appointing a “commercial registered agent” or a “noncommercial registered agent”. This article will explain the difference and the advantages of appointing a commercial registered agent in the states where this is allowed.
What is a commercial registered agent and where does the concept originate?
Beginning in 2006 with the finalization of the Model Registered Agents Act (MoRAA) by the Uniform Law Commission (ULC) and the American Bar Association (ABA), the concept of the commercial registered agent (CRA) was established.
A commercial registered agent can be any individual or business entity that delivers a registration to the state’s filing authority indicating their name — and for business entities, their entity type, and jurisdiction of formation — along with a statement that they are serving as a commercial registered agent in the state and the address where the service of process, notices, and demands may be delivered for each of the entities it represents.
The state’s filing office will maintain an index of these filings naming all available commercial registered agents in their jurisdiction.
A noncommercial registered agent (NonCRA) is an individual or business entity that has not filed a registration with the state’s filing authority listing its name, address, and a statement that it is a commercial registered agent.
When you appoint a commercial registered agent you only have to provide the name of the commercial registered agent on your formation, registration, or change of agent form. You don’t have to give the address because it is already on file with the state. If you appoint a noncommercial registered agent you will have to provide the registered agent’s address as well.