Registered agent

Q1. What is a registered agent and why must they have a Colorado address?

A1. A registered agent is an individual or a company that is your official point of contact in the state to receive service of process, legal and state documents, and relay these communications to your business. Colorado law requires the registered agent to have a physical address in Colorado.

Almost all entities on record with the Secretary of State must have a registered agent listed with a Colorado address, even if their business is located in a different state. Failing to appoint and maintain a registered agent can result in severe penalties for the entity, and sometimes, its owners.

A registered agent isn’t necessarily an owner, officer, director, or similar person, but it can be.

There are professional registered agents for hire in Colorado. You can appoint them as long as you have their consent.

Q2. Can anyone be a registered agent?

A2. The registered agent can be either an individual or an entity.

An individual:

• Must be over the age of 18.
• Must have his or her primary residence in Colorado (i.e., they must live in Colorado).

An entity:

• Must have a usual place of business in Colorado.
• Foreign (outside of Colorado) entities must also have authority to transact business in Colorado.
• May serve as its own registered agent.

Additionally:

• The registered agent must consent (agree) to be the registered agent.
• The Secretary of State cannot be appointed as a registered agent.
• You may appoint only one individual or entity to act as a registered agent for your entity.

For more information, see sections  7-90-102 (55), (56) and (56.5), C.R.S. and section  7-90- 701, C.R.S.

Q3. What does a registered agent do?

A3. A registered agent receives service of process and other legal documents for the entity. Service of process is notice that there is a lawsuit filed against the entity. Usually, this involves serving the defendant with a document called a summons. The summons is often accompanied by a complaint. The summons may be served on the registered agent. By serving process on the registered agent, the court obtains jurisdiction over the entity.

Not having a registered agent available to receive service of process does not mean that the company cannot be sued. What it does mean is that the court can obtain jurisdiction in another manner.

However, that other manner may not be as reliable as serving the registered agent and may result in the company not getting timely notice of the lawsuit and not being able to mount a defense.

In addition to receiving service of process in connection with a lawsuit against the entity directly, the registered agent receives other mission-critical documents, such as:

• Notice of garnishment proceedings against an employee
• Litigation documents once the lawsuit is underway, including motions or requests to produce documents
• Legal notices
• Government correspondence, such as notices of annual report deadlines and tax notification
• Other compliance-related documents

Although these documents might be very different, they all have one common element. Each one contains vital, time-sensitive information.

Q4. What happens if you don’t have a registered agent?

A4. When you form an entity, you must appoint an initial registered agent. The state won't accept your document if you do not do so.

However, it is not enough to have a registered agent at the time of formation or registration. The current registered agent must be listed on the entity’s periodic report. The entity needs to file a change of registered agent form whenever the agent information changes.

If you don’t maintain a registered agent, your entity is at risk in four ways.

• You may not receive critical information that you need. For example, if your entity is sued and there is no registered agent to receive the summons, the plaintiff can serve your entity in another way — one that may not result in your entity responding to the summons in time. The plaintiff can then proceed with the lawsuit — without your entity. A default judgment can be entered against your entity even if the lawsuit was frivolous and you could easily have won the case. By the time the judgment is enforced against your entity’s assets, it may be too late to undo the damage.
• Your entity risks its good standing with the state. Losing good standing can have a serious impact on your business. It can prevent your entity from bringing a lawsuit in the state, expanding into other states, or obtaining financing that you need to expand your business.
• Your business (and you personally) may be hit with fines and penalties for noncompliance.
• Your entity status will be changed to delinquent.

Q5. How do I update the name or address of the registered agent?

A5. You can update the registered agent information while filing your periodic report.

Otherwise, you could file a Statement of Change if the agent’s information has changed, or you can file a Statement of Correction if the information was incorrect and needs to be corrected. These filings are available at any time.

You can also update the registered agent information while filing a Statement Curing Delinquency if the entity is in Delinquent status.

Q6. Do I still need a registered agent if my entity is in Delinquent or Withdrawn status?

A6. Domestic entities must retain a registered agent.

A foreign entity may elect to keep a registered agent when withdrawing their entity. If electing not to have a registered agent, then correspondence will be delivered to the principal office address on file.

Q7. How do I submit service of process on an entity when the registered agent isn’t located at the address shown in the entity’s record or there is no registered agent?

A7. If the registered agent of record cannot be physically located and personally served with service of process, the entity may be served “by registered mail or by certified mail, return receipt requested, addressed to the entity at its principal address.” Section 7-90-704(2), C.R.S.

We suggest talking to an attorney or business advisor if you have questions.