Entity Formation
All You Ever Wanted to Know about the Registered Office and Registered Agent

What is the purpose of the registered agent?
The registered agent’s job is to receive service of process or any other official notices or demands on behalf of the company. Texas law requires any entity to be formed or registered under Texas law to designate an individual or organization authorized to receive service.

Who may serve as registered agent for a Texas company?
The registered agent may be (a) an individual resident of Texas, or (b) an organization that is registered or authorized to do business in this state. The company itself may not serve as its own registered agent.

Who should serve as registered agent for a Texas company?
The business owner himself or herself is often the most efficient choice for the registered agent.

The registered agent should be a person or organization who will reliably receive service of process and who will promptly notify the appropriate person within the company. For most small companies, it is perfectly appropriate for an owner who is active in the business to serve as registered agent. For organizations where the owners are not personally involved in the business, an executive officer of the company is a good choice to serve as registered agent.

May a Texas company hire a professional registered agent?
As a matter of convenience, the company may hire a professional registered agent, CPA, or lawyer to serve as registered agent. However, a professional registered agent is not required and is often not needed.

What is the registered office?
The registered office is the registered agent’s office where legal process may be personally served upon the registered agent. In other words, it is where the company is physically served with a lawsuit.

The registered office must be located at a street address (i.e., not a post office box) where process may be personally served on the entity’s registered agent. It is not required to be a place of business of the filing entity. It may not be solely a mailbox service or a telephone answering service.

What should a start‐up company use for its registered office?
The company’s place of business is often the most efficient choice for the registered office, although the registered office does not have to be a place of business of the company. If the business is run out of the owner’s home, then the company may certainly list the home as the registered office. The goal should be to list an office where the registered agent may be found during business hours, and where mail and deliveries are reliably received and promptly given to the appropriate person’s attention.

May the UPS Store or other mail service company be listed as the registered office?
Texas law specifically prohibits the registered office from being solely a mailbox service. Unless the company’s contract with the UPS store expressly authorizes the UPS store to act as the registered agent and/or accept service of process on behalf of the company, the UPS store may not be listed as the registered office. This is logical given the purpose of the registered office as the location where lawsuits are served. The lawsuit might be served by certified mail return receipt requested. However, it might be served by a process server who shows up at the registered office and physically hands the service to the registered agent (or an authorized representative of the agent). Thus, the registered office needs to be a physical location where the registered agent may be found during business hours.

What are the penalties for using an improper registered office or agent?
If the company fails to designate a proper registered office, or the registered agent cannot with reasonable diligence be found at the registered office, then the plaintiff or other serving party may serve the company by serving the Secretary of State (who is always easy to find). This means that official service of process may occur without the immediate or prompt knowledge of the business. Precious time to answer the lawsuit may be lost, and a costly default judgment may be the consequence.

Do I Need a Lawyer?

Selecting the Right Lawyer

Types of Entity Formations

In What State Should I Incorporate My Entity?

Registered Office FAQ

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Contact Doggett Law Firm at 210.241.5755.

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