By: Akanksha A. Panicker
When levying process service on an entity, CT Corporation has been a consistent option, currently being the largest registered agent service in the world. Since its establishment in New Jersey in 1892 with just under fifty staff members, the firm now known as CT Corporation has been in the registered agent market and has been established as almost the default corporate Registered Agent. The company’s original charter was handwritten and specified that it was formed for the purpose of ‘carrying on a general agency service, especially acting as agent and trustee for companies.’
CT, or the Corporation Trust Company, is a wholly-owned subsidiary of Wolters Kluwer, a multi-national information services company based in the Netherlands with operations in over 35 countries
[1.0] WHAT IS A REGISTERED AGENT
A registered agent is a person or third party that has been approved by the state in which the company or LLC is based. Thus an agent can accept service of process on behalf of the corporation. It is necessary for an agent to be licensed and registered, whereinafter the agent is a company or person designated to receive New York City Process Service (which are also called SOPs) on account of a business entity that is a party to litigation in the United States. This may involve receiving complaints or summonses on behalf of the company.
The agent’s address can also be the address to which the State mails the documents necessary to renew the company’s charter of business on a periodic basis (if so required by New York City Process Service). A corporate organization’s registered representative acting as an intermediary can be an official or employee, or a third person, such as in-house counsel or a service provider. Failure to manage a licensed agent correctly may have a detrimental effect on a company.
Many organizations opt for a third party to serve as their registered agent. However, an entity can also serve as its own registered agent, which excludes the repercussions of not immediately responding to the New York City Process Service. In order to maintain corporate status, businesses must retain a registered agent. being on record with the Secretaries of the State, it is imperative that this agent is also able to serve as a representative of the corporation for service of process. In order to obtain an agent for New York City Process Service, the Corporation Division of the relevant state could be useful in determining service providers.
Generally, to address New York City Process Service or to change the agent for the same, it is required that the corporation notify the current registered process operator, or notify the Secretary of State. Some agencies will handle this change as one of their services.
[1.1] WHAT DO THEY DO
The registered agent, or agent of SOP, provides a legal address—within the jurisdiction where the company is established—where legal documents can be served during standard business hours. The registered agent’s duty is to receive and forward that SOP to the entity’s designated contact within the service bracket. Notice is also required to be sent to the complainant or the defendant’s agent by the delivery (the ‘service’) of a legal document (the ‘proceedings’). The legal document served is typically a summons, a notice of legal action which gives the timeframe for a reply as well. The summons is also followed by a complaint that outlines the matter and the intended results of the court proceedings.
Organizations are not persons but usually fall under the umbrella of corporate entities such as businesses or limited liability partnerships (LLCs). This is because there exist substantive provisions for liabilities as well as tax benefits of being ‘incorporated’ rather than being ‘self-employed’. Unless the registered agent fulfills their role, dire implications for the business enterprise may be faced.
The employee in a commercial organization who retains communication with a registered agent is usually a corporate secretary or a governance-compliance officer.
[1.2] WHO IS QUALIFIED TO BE A REGISTERED AGENT
Different states have different criteria for agents. Usually, an agent might just be a natural person residing in the State involved or, in a State which enables an individual to operate as a registered agent, an organization that has a business office within the State and which is licensed to do business in the State. However, certain States would mandate a business entity to render itself legally eligible to operate as its own registered agent if at least one of its officers is a resident of the State. Since most states allow one business entity to serve as a registered agent for others, businesses are enabled to charge a fee to act as the registered agent for other entities in a given state.
[2.0] HOW IS A REGISTERED AGENT APPOINTED?
The registered agent’s name and address would appear on documents and articles of incorporation, the LLP registration statement, and the limited partnership certification as per New York City Process Service regulations. Additionally, the filing for authorization to do business in other states should entail the same. Permission from the Representative is often requested in some cases. When a Registered Agent or their address (registered office) is updated, the state must be notified.
The agent’s primary objective will be to obtain a valid address within the state authority that is not a P.O. Box that is available during normal business hours in order to perform legal procedure operations in the event of a complaint. Generally, the registered agent is the person to whom the state government automatically sends all official documents required for legal action or taxation purposes each year. The licensed agent is responsible for forwarding such suit documents and notices to the firm. Registered representatives also counsel company groups on the condition of their state government filings, wherein advice is given to ensure status is in ‘good standing’. The rationale behind these reports being a licensed agent function is that it is nearly unrealistic for a private entity to keep track of regulatory changes and disclose due dates for the numerous jurisdictions in which it may conduct business, given the diverse laws of various states.
Failure to maintain a licensed agent can result in the termination of a business or limited liability company’s legal standing, the imposition of penalty fees on an employee, or both.
[2.0] WHAT DOES CT CORPORATION DO
When the individual is served with a lawsuit, it is simple to identify the party that is doing the paperwork: they are the persons in the lawsuit. But the same is not necessarily true in instances where it is a company, a firm, an LLC, or an LP. To distribute the documents in the workplace, one must first look at someone who might be able to accept them by virtue of working for the company. In accordance with the regulations, New York City Process Service must be addressed right in order to render the case in motion, which is where CT Corporation steps in. It is necessary that the suitable agent is authorized to accept, whereinafter they shall to forward lawful process to the requisite party who can then file an answer in a timely manner that would enable the defendant to be brought to equal footing.
In addition to receiving New York City Process Service in connection with a lawsuit against the business directly, CT Corporation receives other mission-critical documents, such as [A.] notice of garnishment proceedings against an employee, [B.] litigation documents once the lawsuit is underway, including motions or requests to produce documents, [C.] legal notices and [D.] government correspondence, such as notices of annual report deadlines and tax notification other compliance-related documents
Despite the breadth of each of these documents being very different, every single one contains vital, time-sensitive information. New York City Process Service regulations would apply to adhere to a strict meaning to the provision of legal documentation to the group undersuit. However, the word is also used to denote the different valuable records on which the registered agent of the firm is liable. Litigating papers such as summonses to testify or corporate accounts and regulatory audit communications to annual reports and tax filings are most often used. CT Corporation has locations for the service of legal documents across the nation.
[2.1] CT CORPORATION AND ITS FUNCTIONS AS REGISTERED AGENT & CORPORATE COMPLIANCE
If an entity wants to levy New York City Process Service on CT Corporation System, their status as a Registered Agent for numerous corporations doing business in New York should be remembered. To ensure that the documents are served upon CT Corporation system, it must also be provided that CT Corporation System is available to companies doing business as a corporate agency in the state of New York. State legislation mandates that businesses appoint a New York Registered Agent (CT Corporation System). The Registered Agent is a living individual who is liable for collecting all official legal records — referred to as ‘service of process’ — and forwarding them to the corporation.
It is vital to clarify the same corporate name by visiting the New York State Department of Corporations on the New York State Official Website, where one can find CT Corporation System listed as the Registered Agent. If misattribution is discovered wherein CT Corporation System is not the Registered Agent during the search, New York City Process Service may still be served by a secondary registered server. CT Corporation can only accept legal documentation for companies that have been listed with the New York State Division of Corporations exactly as they appear on the documents exclusively. Furthermore, while serving New York City Process Service to CT Corporation as a registered agent, the legal documentation should be addressed as the Corporation or Entity’s name c/o CT Corporation System. This addressing would not cover for CT or CT Corp and it is necessary to serve CT Corporation appropriately.
As an addendum, it is preferable to preface the service to CT Corporation by first providing the name of the company to which the New York City Process Service is being guided and end with c/o CT Corporation System. Essentially, the details of the Registered Agent come below the Corporate Defendant or Entity name. It is imperative to ascertain that the corporate defendant corporation is identical to the one mentioned in the Secretary of State Corporate Records since some variation in the company name, i.e. Inc., Company, LLC, etc., would mean the CT Corporation System may deny service. Consequently, the agency should be exact. However, largely all service of process may be accepted if the address is accurate.
This requirement for specific services is very easily justified. In the New York State records, multiple companies are listed with very similar names, especially if they are subsidiaries of an overarching parent company. If the New York City Process Service documents fall into ambiguity as to the defendant, they cannot be accepted. CT Corporation System will not know which company service of process is being directed to and will only take your documents based on the way it is listed exactly. It is not the responsibility of CT Corporation to determine the exact agent who the individual has opted to serve.
It is important to not have any individual’s name on the New York City Process Service papers, as CT Corporation System does not allow documents on their behalf. If one has included a specific person in the service of process, it will be rejected. CT Corporation System can accept procedure only on behalf of the Company or Defendant Entity they serve and exactly as recorded with the State of New York – not on an individual or casewise basis. Forwarding methods of service include hand delivery, authorized methods of service approved by state legislation like certified mail or daily mail, or FedEx, or DHL, or UPS, or DHL if required.
If the individual does not respond in person, the response cannot be sent via email or facsimile. While CT has so far been unable to provide service alerts for its clients, in order to fulfill CT’s responsibility to register and serve companies in states around the country, CT will serve on each and collect service of process, mail, demand companies, and respond to service of that have named CT as registered agent on a state-by-state basis. It indicates that CT Corporation has the ability to forward the documentation. If this is the case, the process would be returned to the sender with a written reason for why service could not have been affected. After the initial notification of Service has been made, CT cannot include proof of reception of Service via receipt and is exclusively barred from doing so.
In 1895, the Corporate Trust Company started providing attorneys with the particulars of incorporation and qualification of companies in all states and territories. In 1899, they founded their first office in New York City, whereinafter their business boomed to over 75,000 representatives for New York City Process Service. They are responsible to safeguard the good business standing of the entity and avoid the risk of fines and penalties.
For more information on serving legal papers, contact New York City Process Service (800) 774-6922. Representatives are available Monday-Friday 8 am – 8 pm EST. If you found this article helpful, please consider donating. Thank you for following our blog, A space dedicated to bringing you news on breaking legal developments, interesting articles for law professionals, and educational material for all. We hope that you enjoy your time on our blog and revisit us! We also invite you to check out our Frequently Asked Questions About Process Servers.
1. Further recognized as a citizen agent, resident agent, or an agent for process
2. New York Laws BSC – Business Corporation Article 3 – (301 – 308) CORPORATE NAME AND SERVICE OF PROCESS 305 – Registered agent for service of process.
NY Bus-Corp L § 305 (2014)
3. Information about persons or entities that are available to act as registered agents in a given state is maintained by the state’s Secretary of State office. Most states also offer free online database searches to identify a business entity’s registered agent. Some state business entity laws name the Secretary of State’s office or business entity filing office as the registered agent of last resort, in the event, the named registered agent can’t be found.
4. Address to Serve CT Corporation:
CT Corporation System,
4701 Cox Road, Suite 285,
Glen Allen, VA 23060
5. CT Corporation System,
1015 15th St NW, Suite 1000,
Washington, DC 20005
CT Corporation System,
351 W Camden St.,
Baltimore, MD 21201
6. CT Corporation System Registered Agent
28 Liberty St Floor 42, New York, NY 10005
7. New York Department of State – Division of Corporations, State Records and Uniform Commercial Code
99 Washington Avenue 6th floor
Albany, NY 12231
Fax: Information unit 518-473-1654 or Document review
8. Existing Corporations and Businesses Department of State, https://dos.ny.gov/existing-corporations-and-businesses (last visited May 13, 2021)
9. CT Corporation
28 Liberty St Floor 42, New York, NY 10005