What Is a Registered Agent?

When a business registers with a state, the state and the courts need one reliable place to send the business its most important papers. The registered agent is that contact. The U.S. Small Business Administration (SBA) puts it plainly: a registered agent receives official papers and legal documents on behalf of your company.

Who needs one

The SBA says that if your business is a limited liability company (LLC), a corporation, a partnership, or a nonprofit corporation, you will need a registered agent in your state before you file.

Oklahoma law says the same thing in its own words for the two most common kinds of business. Every domestic corporation in Oklahoma must have and maintain a registered agent in the state. Every domestic LLC in Oklahoma must continuously maintain a registered agent in the state.

The two jobs

• Receiving legal papers. The agent is the business’s agent for service of process. Service of process is the formal delivery of legal papers, such as the summons and petition that are filed when a lawsuit is brought against the business. The Oklahoma Secretary of State’s service-of-summons page deals with exactly those papers — a summons and a petition, served together.
• Receiving other official communications. For Oklahoma corporations, the law says the registered agent must accept service of process and other communications directed to the corporation, and forward them to the corporation they are directed to.

That is the whole job as the law describes it: be there, accept the papers and communications, and — for corporations, in the words of the Oklahoma statute — forward them on.

Who can be a registered agent in Oklahoma

Oklahoma’s corporation law and LLC law list the same kinds of choices. The registered agent may be:

• The business itself. A domestic corporation may be its own registered agent, and a domestic LLC may be its own registered agent.
• An individual resident of Oklahoma. One person who lives in the state.
• Another business entity. For a corporation, that can be a domestic corporation, a domestic partnership, or a domestic LLC, or a foreign corporation, partnership, or LLC that is authorized to transact business in Oklahoma. For an LLC, it can be a domestic or qualified foreign corporation, LLC, or general or limited partnership.

So a business owner who lives in Oklahoma is not required by these laws to name an outside company. The SBA notes the other side of the choice in one sentence: many business owners prefer to use a registered agent service rather than take on this role themselves. This page takes no side in that choice — it only reports what the law allows.

One Oklahoma rule is different for outside businesses. A foreign corporation transacting business in Oklahoma has the Secretary of State as its registered agent in the state. It may also name an additional registered agent from the list above, but it may not be its own registered agent.

The registered office in Oklahoma

The agent works out of an address called the registered office.

• Every corporation and every LLC must keep one in Oklahoma. A corporation must have and maintain a registered office in the state, and an LLC must continuously maintain one. The registered office may be, but does not have to be, the same as the business’s place of business or principal place of business.
• It is a street address. For a corporation, the address of a registered office in a document filed with the Secretary of State must include the street, number, city, state, and postal code. Oklahoma’s LLC law likewise speaks of the street address of the registered office.
• Someone must be there during regular business hours. For an LLC, each registered agent must maintain a business office that is the same as the registered office and is open during regular business hours to accept service of process. For a corporation, an agent that is an entity must maintain that kind of office, open during regular business hours, and an agent who is an individual must be generally present at the registered office to accept service of process and otherwise perform the functions of a registered agent.

If the agent resigns or cannot be found in Oklahoma

Oklahoma law covers what happens when a registered agent resigns. A resignation takes effect 30 days after it is filed. If the business does not obtain and designate a new registered agent before that resignation takes effect, the Secretary of State is deemed to be the registered agent of the business until a new registered agent is designated. That rule is stated for both corporations and LLCs.

The Secretary of State’s own page says the same thing from the other side. The Secretary of State is the registered agent for corporations whose registered agent resigned more than 30 days before a summons and petition are received, and for domestic LLCs whose agent resigned longer than 30 days before.

If a business has no registered agent at all, the legal papers do not simply stop. For an LLC that has no registered agent, or whose registered agent cannot be found, service of process may be made by serving the Secretary of State as its agent. For a corporation, service may be made by serving the Secretary of State as the registered agent if there is no registered agent listed in the Secretary of State’s records, or if neither the registered agent nor an officer of the corporation could be found at the registered office when service was attempted.

When the Secretary of State is served for a corporation, the Secretary of State sends notice by certified mail, within three working days, directed to the corporation at its registered office or at the last known address found in the Secretary of State’s office.

Rules differ by state

The SBA stresses that how and where you register depends on your business structure and your business location, and that the documents you need will vary based on your state and your business structure. Every state sets its own registered-agent rules. The details on this page that are labeled Oklahoma’s come from Oklahoma law and the Oklahoma Secretary of State. If your business is registered in a different state, check that state’s rules.