General Counsel Manual

Registered Agents

Practice Tip: Registered Agent names must be precise. Use the exact same name for an individual each time you file. The reason is that if you use a variant on an agent’s name from the name when you initially filed, we will treat that as a change in the agent even if it is the same person. When you file an annual report, each variation will be listed in our records as a separate agent. For example: A business incorporates and names John Smith as the Registered Agent. In its first annual report, it lists John Q. Smith, Jr. as the Registered Agent. Our system will treat that as a change in the agent’s name, although it may be the same person.

Practice Tip: If you are creating an entity, please be certain that the person you name as Registered Agent both knows you’re naming them and agrees to serve. The reason we say this is that it is obvious that sometimes people are in a hurry or just forget to tell someone they’ve been named as a Registered Agent. Of course, it’s also possible the person forgot.

Practice Tip: If you name an employee as a Registered Agent, be sure that you change the Registered Agent when the employee leaves your employ. This is also advice you may want to give your business clients.

Practice Tip: Be sure that the person you name as Registered Agent understands that they have a duty to forward legal process, and how important that duty is.

Practice Tip: If the person you name as Registered Agent is not your employee, be sure that you notify that person if there are changes at your business that affect the Agent’s duties.

Company Official Names

Practice Tip: Company official names must be precise. Try to use the exact same name for an individual each time you file. The reason is that our information systems are set up so company official names must be precise. For example, ZYX Company files its first Annual Report and lists “John Williams” as President. Mr. Williams has two other corporations. He files Annual Reports for those businesses with his name listed as “John A. Williams”. When ZYX files its second annual report, it lists John A. Williams as President. Our system will treat that as a change in who the company president is, although it may be the same person.

Authentications and Apostilles

Practice Tip: If you are submitting a document to be authenticated by the Secretary of State for use in a foreign country, there is a way you can save time. The way to save time is to ensure that all the legal requirements for authentication are met. So, make sure that

• All seals and signatures are original.
• All dates follow in chronological order on all the certifications.