Duties Of A Texas Registered Agent

What are my duties as a registered agent or as an appointed agent?

A registered or appointed agent’s duties are:

• To receive or accept, and forward to the represented entity at the address most recently provided to the registered agent by the represented entity, or otherwise notify the represented entity at that address regarding, any process, notice, or demand that is served on or received by the registered agent; and
• Provide the notices required or permitted by law to be given to the represented entity to the address most recently provided to the registered agent by the represented entity.

I was designated as an entity’s registered agent, but I don’t want to be.  What can I do?

Rejection of Appointment:

A person designated as an entity’s registered agent on or after January 1, 2010 who did not consent, in a written or electronic form, may file a rejection of appointment with the secretary of state. On filing, the rejection of appointment will terminate the appointment of the registered agent and the registered office. See Form 428 (Word 60kb, PDF 35kb)

Resignation of Registered Agent:

A registered agent may resign by providing notice to the represented entity and the secretary of state. See Form 402 (Word 70kb, PDF 49kb). Notice to the secretary of state must be given before the 11th day after the date the notice is given to the entity. If the registered agent complies with the notice requirements, the appointment of the registered agent and registered office will terminate on the 31st day after the date the secretary of state receives notice.

I was designated as an entity’s registered agent on or after January 1, 2010, but I did not consent to the appointment.  Am I obligated to forward process, notice, demand, or other notices required or permitted by law to the entity?

Pursuant to section 5.206(b) of the BOC, a person who has not consented to serve as the registered agent of an entity is not required to perform the duties of a registered agent. Section 5.208 of the BOC also provides that a person designated on or after January 1, 2010 who did not consent to the appointment is immune from liability for refusing or failing to perform the duties of a registered agent. If you did not consent to the appointment made on or after January 1, 2010, you may reject the appointment by using Form 428 (Word 60kb, PDF 35kb).

I am the registered agent for several business entities.  If my office address changes, does anything need to be filed with the secretary of state?

Yes. Changes to the registered agent or registered office information must always be filed with the secretary of state and comply with applicable statutory requirements. A registered agent with a change of address may notify the secretary of state of the change by submitting Form 408 (Word 170kb, PDF 109kb). A registered agent also may use Form 408 to simultaneously change the registered office address for more than one represented entity.

Each represented entity may also notify the secretary of state of the agent’s change of address. See Form 401 (Word 103kb, PDF 71kb). If the represented entity notifies the secretary of state of the change, the agent is not required to also file a notification.

If I consent to serve as an entity’s registered agent am I automatically liable for the debts, liabilities, or obligations of the entity?

Section 5.208 of the BOC specifically states that a person designated as an entity’s registered is not liable solely because of the person’s designation as registered agent for the debts, liabilities, or obligations of the entity.