Founding Attorney
A registered agent is the person Texas law presumes will be served for a lawsuit when one is filed against your company. Get the designation wrong, let it or ignore the rules about what the agent’s address must be, and the Secretary of State can reject the filing for a Texas entity or a foreign entity’s registration. Worse, lawsuits can move forward without your knowledge while the clock runs on your deadline to respond. An Austin business law attorney at the Kumar Law Firm PLLC can help you ensure you get it right.
What Is a Registered Agent and What Do They Do?
A registered agent is the entity’s designated point of contact for service of process and other official notices required by law. An agent for service of process is the person or entity designated by a business to receive legal documents and lawsuits on behalf of the business in the state where the agent is located. In Texas, the agent’s job is broader than litigation: any process, notice, or demand required or permitted by law to be served on the entity may be served on the registered agent.
Which Texas Businesses Need a Registered Agent?
Section 5.201 of the Texas Business Organizations Code (BOC) requires every domestic filing entity and every foreign filing entity registered to do business in Texas to designate and continuously maintain a registered agent and registered office in the state. That covers the most common business structures, including:
- Texas for-profit corporations and professional corporations;
- Texas LLCs and professional LLCs;
- Texas limited partnerships, limited liability partnerships, and professional associations; and
- Out-of-state corporations, LLCs, LPs, and similar entities registered to transact business in Texas.
Sole proprietorships and general partnerships are the main exceptions, because they are not filing entities under the Business Organizations Code and do not file formation paperwork with the Secretary of State.
Who Can Serve as a Texas Registered Agent?
Texas allows two categories of registered agents. The first is an individual. The person must be a Texas resident who has consented in writing or electronically to serve as the entity’s agent. The second is an organization other than the represented entity that is registered or authorized to do business in Texas and has provided the same written or electronic consent. The consent requirement was added by House Bill 1787 and applies to designations made on or after January 1, 2010.
A few rules trip people up:
- An entity cannot serve as its own registered agent.
- An owner, officer, or employee can serve, but the entity itself cannot.
- The agent must actually consent. Naming someone without their consent does not bind them, and the named person can file a rejection of appointment with the Secretary of State.
Choosing the right registered agent is more than a formality. It ensures your business stays in good standing and receives critical legal notices on time. Taking the extra step to confirm eligibility and proper consent can help avoid unnecessary delays, disputes, or administrative complications down the line.
What Are the Registered Office Address Requirements?
The registered office must be a Texas street address where the agent can be personally served with process during normal business hours. It does not have to be the entity’s principal place of business, and it does not have to be in the same county where the company operates. What it cannot be is just a P.O. box, mailbox service, or telephone answering service.
If the agent is an organization, the office must be at the same address as one of the organization’s actual business locations. An employee must be available there during business hours to accept service.
What Happens If You Fail to Maintain a Registered Agent?
The Texas Business Organizations Code treats failure to maintain a registered agent and registered office as a serious compliance lapse:
- For a domestic filing entity, the Secretary of State can involuntarily terminate the entity’s existence under BOC §11.251.
- For a foreign filing entity, the Secretary of State can revoke its registration to transact business in Texas under BOC §9.101.
In either case, lawsuits and notices may continue to be served on the last designated agent or, in some circumstances, on the Secretary of State as agent of last resort. If the entity no longer has a functional agent or current address on file, it may not learn of that service in time to respond.
Reinstatement is possible if the underlying problem is corrected.
Reinstatement timelines for foreign entities depend on the entity type and reason for revocation. For most foreign entities, reinstatement must be filed within 36 months of the revocation date. However, foreign nonprofit corporations and foreign limited partnerships that were revoked specifically for failing to file a periodic report face no reinstatement deadline. Because the rules vary, a foreign entity facing revocation should promptly confirm which timeline applies.
For a domestic Texas entity that has been involuntarily terminated, there is no hard deadline to file for reinstatement. The entity may reinstate at any time so long as it would otherwise have continued to exist. However, timing matters. Under Texas BOC §11.253(d), the domestic entity is treated as having continued in existence without interruption only if reinstatement occurs before the third anniversary of the date of termination. Reinstating after that three-year mark is still possible, but the gap in legal existence during the intervening period is not cured, which can have consequences for contracts, litigation, and personal liability of officers and directors.
How Do You Change Your Registered Agent or Office?
When the agent resigns, moves, or is replaced, the entity files a Statement of Change of Registered Office and/or Registered Agent on Form 401 with the Secretary of State. A registered agent who wants to resign must give written notice to the entity and then file Form 402 with the Secretary of State within 10 days of giving that notice. The resignation is not effective until the 31st day after the Secretary of State receives the Form 402.
Talk to an Austin Business Attorney About Your Registered Agent Setup
Most companies do not think about their registered agent until something goes wrong, and by then the options are usually worse and the costs higher. Our business law attorneys at the Kumar Law Firm PLLC help Austin entrepreneurs, established businesses, and out-of-state companies operating in Texas get this piece of the structure right and keep it right. Contact our office to schedule a consultation.