Posted By: Wildcat Rampage
Secretary of State - Registered Agents - 07/19/17 02:31 PM
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?
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?