Who can be a registered agent?
Generally, an individual Texas resident or an organization that is registered or authorized to do business in Texas with a business office at the same address as the entity’s registered office may consent to serve as the registered agent. Although an officer, owner, or employee may serve as an entity’s registered agent, an entity may not serve as its own registered agent. An entity may contract for the provision of registered agent services from another business entity, such as a service company. The secretary of state, or other governmental agency or authority, cannot serve as an entity’s registered agent.
If your entity is not able to provide its own registered agent and office, some businesses, known as service companies, provide registered agent services for a fee. Your attorney or accountant may also offer this service. The secretary of state does not maintain a list of companies or persons who provide this service.
I designated a registered agent on or after January 1, 2010. Am I required to file a copy of the registered agent’s consent with the secretary of state?
Although a copy of the consent submitted with a registered agent filing will be retained with the filing instrument in the records of the secretary of state, the consent of the registered agent is generally not required to be included with the registered agent filing or otherwise filed with the secretary of state. The signed consent of the registered agent should be sent to and retained by the represented entity.
Additionally, although the consent is generally not required to be filed with the secretary of state, a copy of the consent that is submitted for purposes of filing with the secretary of state, along with the applicable filing fee, will be filed and indexed in the filing history of the represented entity. The fee for filing a consent of registered agent is $15, unless the consent is submitted on behalf of a nonprofit corporation or cooperative association. The fee for a nonprofit corporation or cooperative association is $5.
The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC apply with respect to a false statement in a filing instrument that designates a registered agent without that person’s consent.
Additionally, the non-consenting person is not obligated to perform the duties of a registered agent and may reject the appointment. See FAQs for Agents #3 below. Failure to appoint or maintain a registered agent and registered office may result in the involuntary termination of a domestic filing entity or the revocation of a foreign filing entity’s registration to transact business in Texas.
Yes. A domestic or foreign filing entity is required to continuously maintain a registered agent and registered office in Texas. Failure to do so may result in the involuntary termination of a domestic filing entity or in the revocation of a foreign filing entity’s registration. Therefore, it is important that an entity file a statement of change of registered agent and/or registered office with the secretary of state to keep the name of the registered agent and the registered office address current. See Form 401 (Word 103kb, PDF 71kb).