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#2138725 - 07/19/17 02:31 PM Secretary of State - Registered Agents
Wildcat Rampage Offline
Member
Joined: Aug 2016
Posts: 91
Kentucky - Home of the 8 time ...
I'm thinking about due diligence for CIP purposes for legal entities registered with the Secretary of State. Specifically, I'm curious about the registered agents for the entities. May a registered agent be an entity - even the entity itself - or must the registered agent be a natural person?

Here is why I'm asking this question. I'm reviewing my customer - ABC, Inc. DBA Grocery.

Secretary of State has the Assumed Name filing where ABC, Inc. has stated that they're doing business as "Grocery".

It also has a change of registered agent filing in which it states that ABC, Inc.'s registered agent is now "ABC, Inc. DBA Grocery".

This doesn't seem to me that it can work because as an entity, it must have an agent to enter into contracts on it's own behalf.

The problem, in my opinion, (politics aside) is that Ms. Grimes' office doesn't vet any documents received, but instead simply looks for a check, applies a rubber stamp, and rushes to cash said check.

My problem is that my staff has been told to review Secretary of State documents and doesn't apply the smell test.

Sorry, rant over.

Am I off base here? I'm confident that I don't have anything to support that John Doe or Jane Doe can execute documents on behalf of ABC, Inc. DBA Grocery.

I need to explain this to management and request that they require corrected documents somewhere, don't I?
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#2138739 - 07/19/17 03:11 PM Re: Secretary of State - Registered Agents Wildcat Rampage
Elwood P. Dowd Offline
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Elwood P. Dowd
Joined: Aug 2001
Posts: 21,939
Next to Harvey
"Registered agent" is short for "Registered agent for service of process."

Corporations, LLC's, Limited Partnership are legal fictions; i.e. they do not exist in any corporeal form, only in the minds of man. So, if you wanted to sue one you can't find it at home or on the street somewhere. Accordingly, in order to exist, each legal entity must appoint a registered agent to whom you could hand notice of a law suit; i.e. service of process.

A registered agent is usually a human being, probably the attorney who drafted the filings for the SOS web site. An attorney who does a lot of business formation work could be the registered agent for dozens of entities that have no practical connection to one another. A registered agent could also be an individual connected to the entity. Per the SOS web site, the registered agent need not be a human being:

The registered agent shall be an individual resident of this Commonwealth, a Kentucky corporation, a Kentucky nonprofit corporation, a Kentucky limited liability company, a foreign corporation, a foreign nonprofit corporation, a foreign limited liability authorized to transact business in Kentucky. The company seeking formation shall not act as its own registered agent. The registered agents address must be identical with the registered office.

Any authority to actually act on behalf of a legal entity; e.g. open an account, comes from some source other than being a registered agent.
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#2138835 - 07/19/17 08:54 PM Re: Secretary of State - Registered Agents Wildcat Rampage
Wildcat Rampage Offline
Member
Joined: Aug 2016
Posts: 91
Kentucky - Home of the 8 time ...
Thank you Ken.

So, I need to look at an operating agreement or something of that nature - which doesn't exist.

Low risk and all that, but still.
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Wildcat basketball isn't a matter of life and death, it's much more important than that.

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