What do Registered Agents Do?

By Joan Wright, Allison MacKenzie, Ltd.

The Nevada Revised Statutes (NRS) require that every corporation have a Registered Agent who resides or is located in the State (NRS 78.090) and that every limited liability company have a Registered Agent with a street address for the service of process which is the registered office of the company in this State (NRS 86.231). Nevada adopted the Model Registered Agents Act in 2007 and it is Chapter 77 of the NRS applicable to Registered Agents for both corporations and limited liability companies. There are two types of Registered Agents: Commercial Registered Agents and Noncommercial Registered Agents. A Commercial Registered Agent must make annual filings with the Nevada Secretary of State and maintain certain information on file with that office. Allison MacKenzie, Ltd., is a Commercial Registered Agent.

A Registered Agent is required under NRS Chapter 77 to forward to the represented entity any process, notice or demand served on the agent on behalf of its client; and to provide the notices of any change in the Registered Agent’s name, address or type or jurisdiction of organization or if it has elected to cease being in the business of acting as a Registered Agent.

With respect to any particular corporate client, the Registered Agent is required to keep in its file: a certified copy of the Articles of Incorporation and all amendments thereto; a copy of the corporate bylaws certified as accurate by an officer of the corporation, and all amendments thereto; and a stock ledger or duplicate stock ledger, revised annually, containing names alphabetically arranged, of all persons who are stockholders, their place of residence, if known, and the number of shares held by them OR a duplicate stock ledger, and the present and complete mailing or street address where the stock ledger or duplicate stock ledger is kept.

The corporation can be fined if the records specified are not kept by the Registered Agent or provided to stockholders who make a proper request during business hours. A reasonable fee for making copies may be charged. An affidavit to the effect that the inspection of corporate records is not desired for a purpose which is in the interest of a business or object other than the business of the corporation and that the stockholder or other person has not at any time sold or offered for sale any list of stockholders of any domestic or foreign corporation or aided or abetted any person in procuring any such record of stockholders for any such purpose may be required before records are inspected.

Registered Agent for any particular limited liability client which does not maintain an office in Nevada for its records shall keep a statement setting out the name of the custodian of the information required by statute to be kept in the State including the custodian’s complete address, with street and number.

What does Allison MacKenzie, Ltd. Do as Registered Agent?

In addition to the minimum statutory requirements set out above in summary form, Allison MacKenzie, Ltd. also forwards all first class mail received for the entity as requested by the client and assures that annual filings by the client comply with the client’s organizational documents and the requirements of law. Allison MacKenzie, Ltd. provides a meeting space for clients to hold their annual meeting or special meetings.

If you have any questions or are interested in speaking with me about Registered Agents, please feel free to E-mail me at [email protected].