Section 5.201(b) of Texas Business Organizations Code (the “TBOC”) requires that every domestic or foreign filing entity (including without limitation, any limited liability company, corporation, limited partnership, non-profit corporation, and professional association) maintain a registered agent and a registered address in Texas. Failure to comply with these statutory requirements will result in the Secretary of State rejecting the certificate of formation filed to create the entity and in some cases could result in the entity being forfeited. In the event of a lawsuit, failing to properly maintain a registered agent and address, could also result in the plaintiff claiming that the entity was not duly formed or maintained and is, in fact, simply an alter ego of the owner in an attempt to pierce the corporate veil and include the owner personally in the lawsuit.
An entity’s registered agent is an agent of the entity who would receive any process, notice, lawsuits, or demands required or permitted by law to be served on the entity. The TBOC requires that the registered agent must have consented to serve as registered agent in a written or electronic form developed by the Office of the Secretary of State. The TBOC permits the registered agent to be an individual or a different duly formed entity. There are countless third parties that offer both registered agent and registered address services for roughly $100.00 per year. A third party registered agent is often an attractive option for a company when the business does not have a physical location to serve as the registered address or in situations where the business owner would prefer that any notice or lawsuits be served at a location other than the business.
An entity’s registered address must be a physical address in Texas where the registered agent can be served with process during business hours. The registered office is also where the Office of the Secretary of State will mail correspondence. The registered address may be the same as the entity’s place of business, but as mentioned above, it does not have to be and some business owners prefer for privacy issues that it not be. The choice is purely a business decision to be made by the owner of the entity. A registered address cannot, however, be a post office box or commercial mail or message service unless that commercial enterprise also serves as the registered agent.
As with the formation and operation of any business entity is is critical that the business owner ensure that he or she is both aware of and complying with the statutory requirements regarding not only the registered agent and registered address, but with all of the statutory requirements regarding the entity. The Strong Firm P.C. helps hundreds of clients a year form and maintain their entities to ensure that the business owner is protected from personal liability to the maximum extent permitted by law, and we would would be glad to do the same for your business.
Eric R. Thiergood, Sr.
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