What the heck is a "Resident Agent"?

I just recently became the president of an HOA for a small -- 61 home -- community. The old president gave me all her files, which turned out to be in a mess. But the worst discovery was that while we had an accountant do our corportation taxes each year, the former president hadn't filed those taxes since 2004, and consequently, we've lost our corporation status. So, the accountant tracked down the "Articles of Revival" form on the state website. The form must be signed by the "resident agent." The only name I could find associated with the title "resident agent" belongs to a woman who is a part of the company that did the land development for this community. We have had such problems with that company! Our lawyer is still trying to get them to turn the deed to some of the supposedly HOA-common area over to us. Anyway, I would like to know just what a "resident agent" is. What's their role and responsibility? Our lawyer is drawing up papers for the board to use to pass a resolution to assign resident agent status to someone else. Can we do that without the cooperation of the land developer and this woman?

If this is a confusing question, it's because I am so confused!! thanks, Joan

We have always used the secretary and the legal address of the HOA as the Registered Agent and the contact address.

I just did some additional searching online re:my question, and found an answer ofn Wikipedia. http://en.wikipedia.org/wiki/Registered_agent#cite_note-1 I guess that answers my question!!

The function of a registered agent
"Most businesses are not individuals but instead business entities such as corporations or Limited Liability Companies (LLCs). This is because there are substantive liability protections as well as tax advantages to being "incorporated" as opposed to being "self-employed".

"Most jurisdictions in the United States require that any business entity that is formed or doing business within their borders designate and maintain a "Registered Agent". This person may be known as the "Resident Agent"or "Statutory Agent", depending on the laws of the individual jurisdiction in which the business entity is registered. The purpose of a Registered Agent is to provide a legal address (not a P.O. Box) within that jurisdiction where there are persons available during normal business hours to facilitate legal service of process being served in the event of a legal action or lawsuit. Generally, the registered agent is also where the state government sends all official documents required each year for tax and legal purposes such as franchise tax notices and annual reports. It is the registered agent's job to forward these suits and notices to the entity itself[6]. Registered Agents generally will also notify business entities if their state government filing status is in "Good Standing" or not. The reason that these notifications are a desired function of a registered agent is that it is difficult for a business entity to keep track of legislative changes and report due dates for multiple jurisidictions given the disparate laws of different states.

"Penalties for not maintaining a registered agent generally will cause a jurisdiction to revoke a business’s corporate or LLC legal status as well as in some cases, assess additional penalty fees on the entity.

"If a Registered Agent fails to perform their function, it can have dire consequences for the business entity. For example, if a customer fell inside a store and sued the store, and the store's registered agent failed to notify the business entity of a summons to appear in court to respond to the lawsuit, then when the case went to trial, nobody would appear to defend the store and the customer would win by a default judgment. Additionally, the store would likely not be able to get the judgment overturned on appeal because they had been properly served. This is one of the most common reasons that business entities generally will utilize a third party as their Registered Agent be it a commercial service company, an attorney, or in some cases, a CPA.

"The person at the business entity that maintains contact with the registered agent is the corporate secretary or governance officer."

There's more on the website. And, I will question the lawyer about why we can't do this ourselves!

I don't suggest the attorney being the Registered Agent.

Too far away from the "home" base.

You want all vital mail and/or official notices to get to the secretary or another officer of the corporation.

Michele -- you are a wonder!! Thank you so much for fiding that. I've emailed the attorney that, thank you very much, we can do this on our own. Yeah!! Joan

JoanG - Uh, oh, you used Wickipedia as a source. I'm surprised there were objections to your doing so. You must be one of the special people.

MicheleD - You have qualifications?

Thanks Dwight,

I was just about to send a reminder.

Joan,

In some states this person is called the "statutory agent". This is the official person of contact for the assn. In most instances the agent is the board Pres or the manager. When you file your annual report each year, you should be able to change the name of the registered agent if need be.

Thanks, Mary!

You didn't "start" anything, Joan. Gerald has an issue with a post I made after his in another thread where I simply stated I would not rely on Wikipedia as a source.

For some unknown reason, he took it as a personal affront and his nose is out of joint about it and he continues to bellyache and taunt like a child over it.

Yes, Wikipedia often can have "reliable" information and I also use it, quite often, as a quick check and a starting point.

I would not, however, bring it to the table if I'm trying to cite or source credible information or base a position solely on Wikipedia-sourced info. It has its weaknesses, and it never hurts to keep that in mind when "weighting" its contribution to a discussion.

I'm glad, though, that the Resident Agent issue is moving along and that you guys are but a few steps away from reinstating your status.

FWIW: In Idaho, a PO box cannot be used as the address of the Registered Agent. A physical address must be listed or the State will reject the Annual Report. The State wants to know where to serve legal papers in case the entity gets sued.