I have a legal question re incorporation.

[TNDemo]

My husband has a small business he runs on the side from his regular job. We had had an LLC with this business name a few years ago and didn't do any business for several years and then picked it back up a few months ago. We went to the lawyer we had used for several things and had seemed to be competent and had him do up with articles of incorporation for an LLC. I had found it interesting that we were getting all these credit card offers and other things once we incorporated that had the lawyer's name at our address. I just blew it off, thinking he was the lawyer who submitted the stuff and they just had the name wrong, but today I looked up our incorporation at the state government site and it has the lawyer listed as the registered agent and his address. My husband's name is not mentioned anywhere but our address is given as the principal place of business. Hubby actually just called the lawyer, who said that 95% of the ones they do they are listed as the registered agent. He said there is a small fee to change it before the year is up and we could do that but the reason he is listed as agent is so anything legal or the renewal thing goes through him. We had been incorporated in another state before and the papers just came directly to us. And he was the lawyer who did it. Does that have anything to do with ownership? Do I need to be watching out here or am I just being paranoid?

[taterguy]

1. Relax, that is standard procedure

But of course relying on Internet strangers for advice about things that matter is a really bad idea

[Ms. Toad]

5. good point n/t

[texastoast]

2. Generally paranoid

Lots of incorporating folks want the attorney to be the registered agent. He/She is ethically bound to act as registered agent for your corporation. If someone were to sue your corporation, the papers would most likely be served on the RA in addition to the officers.

[onenote]

3. Nothing wrong with it, although not making it clear to you beforehand was unprofessional

not unethical, just poor client management

[Ms. Toad]

4. Shouldn't be anything to worry about

The registered agent is whoever is authorized to be contacted by third parties (most often, someone wanting to sue the entity). Smaller entities doing business in a single state often use an officer of the corp or the attorney who drew up the papers. Larger entities might use an entity that specializes in providing that service (http://www.registeredagent.com/?osadcampaign=google&gclid=CPb4qOz_-ZMCFQZinAod_3lhWA). You're generally required to list an in-state agent in every state you are doing business in, so for the big boys it is handy to have a multi-state agent.

Change it, if you want, but as long as you trust the attorney to notify you if anyone contacts him as the registered agent it isn't a big deal.

[habitual]

10. trust is just one part of it. He is bound by a fiduciary responsibility to

communicate such matters to the principal that he represents. Meaning, legal action could be taken if he fails to notify his principal of such matters.

Edit to add: This is what i believe to be the truth, i am not a lawyer, thank GOD. :) just had a corporation law class as part of the accounting curriculum I am taking.

[Raven]

6. Normal practice, although he should have explained it to you.

If you want him off, just tell him but then. you'll have to remember to file annual stuff on time and that sort of thing..

[TNDemo]

7. One other thing that got my attention was a red asterisk with this

explanation: Important Note: Business filing History includes information about (1) the basis for an inactive status and (2) the current true name and filing status of a business with an assumed name or a changed status.

Thoughts?

[DeSwiss]

8. Hi TNDemo

I've done incorporations a couple of times before here in Tennnessee, as a lay person. Generally, the lawyer is listed at the RA if the business has one. Its not required and no, the RA has nothing to do with ownership, but with legal notification and the like. Particularly with the Secretary of States office.

If you change the RA before the annual renewal, then there's a charge, as with any other pertinent changes. Otherwise you can wait until its time to file the annual report and do it then for the same annual filing fee.

I'm listed as the RA for a nonprofit I helped form back in 1988, but initally it was setup wiht the organization's attorney. Since we've gone through three since 88' I changed it to my own name about 12 years ago, as I'm the managing agent of the organization.

- Hope this answers your question....

[habitual]

9. absolutely it is OK.

the Operating Agreement of the LLC should spell out precisely who the members of the LLC are. These are *usually* the owners. The registered agent is just that, an agent. An agent is the one who represents the LLC for various matters, but is still simply a fiduciary of the Principal, which is the LLC.

[TNDemo]

11. Thanks everyone.

I feel better. I was googling around and your input seems to substantiate what I had found. I still want to see the articles of incorporation which he strangely did not send to us. Why I got to searching was I looked at a number of businesses that friends have and they were all listed as the agent and none of them seemed to have a different agent. We are a little gun-shy because of a very intricate and confusing contract with an editor back in the 1980s. We always thought we owned the publication, the editor seemed to agree that we did, but when we wanted to break away it took a couple of publishing lawyers some intense time to figure out that we actually did not own it. I am probably a little more suspicious than need be because of that but just wanted to make sure if a check was made out to "our" company it was actually ours.