What is an Oklahoma Registered Agent? Is It Necessary?
An Oklahoma registered agent is an individual resident or company that accepts service of process and other legal notifications on behalf of a registered Oklahoma corporation, Limited Liability Company (LLC), Limited Liability Partnership (LLP), or Limited Partnership (LP) requires having a registered agent in Oklahoma. Learn who the registered agent is, their job duties, and the requirements to be one.
What is a registered agent?
A registered agent (also referred to as a resident agent or statutory agent in some states) is a person or company that is designated to be the official point of contact between the government and your business entity.
The primary responsibility of a registered agent in Oklahoma is to accept important legal notices and tax documents and then forward them to the appropriate person in the business.
A registered agent is required by the Oklahoma Secretary of State when forming an Oklahoma LLC, corporation, LLP, or LP. This appointment is first made in the business formation documents (Articles of Organization or Articles of Incorporation) but can be changed at any time.
Sole proprietorships and general partnerships do not need a registered agent.
What is required of a registered agent in Oklahoma?
The requirements for an entity to have a registered agent are formed under Oklahoma Statute §18-2010 (LLC) and §18-1022 (corporation), which mandate that registered entities will have and continuously maintain a registered agent and registered office within the state.
A registered agent in Oklahoma can be any resident of the state who is 18 years or older (this includes the business owner), a registered Oklahoma domestic business entity, or a foreign business entity authorized to do business in the state.
The registered agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of Oklahoma. This can be your home address, the address of a family member, an accountant or attorney, the address of the business, or a professional registered agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since someone has to be available to sign for documents.
The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
What happens if you don’t have a registered agent in Oklahoma?
Not only is a registered agent required when forming an LLC or corporation, but you must maintain a registered agent to keep the entity in compliance. Besides the requirement of designating a registered agent at the time of formation, there are several reasons to have one:
Not Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
Administrative Dissolution – In Oklahoma, if the business doesn’t have a registered agent, the Secretary of State can dissolve the entity.
Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
Entity Closure – Waiting too long to remedy the lack of a registered agent may result in the administrative closure or dissolving the entity.
Should you be your own Oklahoma registered agent?
Even though it is less expensive to be your own registered agent in Oklahoma, there are some reasons not to be your own registered agent and hire an Oklahoma registered agent service instead.
Privacy – The address of the registered agent becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side, and they don’t want their employer knowing about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is also the remote possibility of a vindictive litigant or upset customer showing up at your house.
Availability – Oklahoma requires the registered agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
If the Business Expands to Additional Locations – If the business has a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A registered agent will need to be appointed with a physical address in each state.
Due Date Reminders – Registered agent services provide annual report reminders and updates on any state requirements.
How much does a registered agent cost in Oklahoma?
Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.
Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.
How do you change an Oklahoma registered agent?
If the registered agent changes, the entity is required to file a change of registered agent.
A registered agent can be changed by submitting the Change of Registered Office and/or Principal Office Form along with the filing fee to the Secretary of State.
If you change the registered office, be sure to update the contact information in the company’s operating agreement.
Is a registered agent liable for the actions of the business?
The only liability a registered agent faces is from a lack of timely transmission of correspondence. If the registered agent is negligent in sending documents promptly and the entity suffers a financial loss, the registered agent is responsible for paying those damages.
Can a registered agent sign on behalf of an LLC?
Unless the registered agent is also authorized to sign on behalf of the entity, they are not legally allowed to sign.
Does a sole proprietor need a registered agent?
Only entities registered with the Oklahoma Secretary of State, such as corporations and LLCs, need to register a registered agent. Sole proprietorships and general partnerships do not.