Why Does My Business Entity Need A Registered Agent And Registered Office?

The short answer is because the North Dakota Century Code requires it. If your business does not have a registered agent and registered office, the North Dakota Secretary of State will not accept your business filings (articles of organization, articles of incorporation, certificate of partnership, etc.). If your business has registered with the North Dakota Secretary of State and its registered agent resigns, your business will not remain in good standing and it will eventually be involuntarily dissolved.

The long answer is because the State of North Dakota needs a person or another entity to be responsible for accepting service of process on behalf of the business entity. Translation: If the business entity is getting sued, someone needs to be there to accept the summons and complaint and have a legal obligation to notify the business entity’s decision-makers. A lawsuit doesn’t necessarily need to be served on the registered agent. A plaintiff might not know the identity of the other persons that can be served to initiate the suit, though. The point of a registered agent is that its name is made available to the public. The point of a registered office is the physical address is made available to the public.

Who Can Serve As Registered Agent?

A registered agent may be: (1) an individual residing in North Dakota; or (2) a North Dakota corporation or limited liability company; or (3) a non-North Dakota corporation or limited liability company registered to do business in North Dakota.

As a practical matter, registered agents are usually one of the business entity’s owners/executives, a law firm, or a business that offers those services.

What Are A Registered Agent’s Responsibilities?

A registered agent’s responsibilities are provided by Section 10-01.1-14 of the North Dakota Registered Agent Act:

1. To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent;
2. To provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity; and
3. If the agent is:
   • A noncommercial registered agent, then to keep current the information required by subsection 1 of section 10-01.1-05 in the most recent registered agent filing for the entity; or
   • A commercial registered agent, then to keep current the information listed for it under subsection 1 of section 10-01.1-06.

What’s The Difference Between A Commercial Registered Agent And A Noncommercial Registered Agent?

Not much. A commercial registered agent gets its name listed on the North Dakota Secretary of State’s commercial registered agent list and a noncommercial agent does not.

What Are The Advantages Of A Law Firm Serving As Registered Agent?

First, if your business gets sued, you’ll likely need to call a law firm. SW&L offers registered agent services to our current clients and serves as a natural place to accept the service of process. We help get a jump on the litigation. Second, we offer a little bit of privacy because it’s our name, not yours, listed on the Secretary of State’s website. Third, we don’t mind accepting service of process. If you are listed as your business’s registered agent, you might not want a process server or the sheriff to show up while you are having a neighborhood barbecue.

SW&L Attorneys offers registered agent services. If you would like to engage us to help you, please call 701-297-2890 or email us below.

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