Choosing A Registered Agent For Your Company

This blog post was written by Atty. David J. Espin of Pettit Law Group S.C.

One of the most frequently asked questions I get when I’m assisting clients with forming limited liability companies is: What are a registered agent and a registered office, and why do they matter?

Wis. Stat. § 183.0115 states that every Wisconsin limited liability company “shall designate and maintain a registered office in this state,” and that the “designation of a registered agent is an affirmation of fact by the limited liability company . . . that the agent has consented to serve.” The registered office must have a physical street address located in Wisconsin, along with a valid email, and the registered agent can be any of the following:

1. A natural person who resides in this state and whose business office is identical with the registered office;

2. A domestic corporation, nonstock corporation, limited liability company, limited partnership, or limited liability partnership whose business office is identical with the registered office; or

3. A foreign corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership if that entity is authorized to transact business in this state and the entity’s business office is identical to the registered office.

Any party that wishes to file a lawsuit against an LLC must serve a copy of the summons and complaint upon the company’s designated registered agent at the registered office. The primary duty of a registered agent, in turn, is to provide the company with any “process, notice, or demand pertaining to the company” that is served or received by the agent.

If a timely response to a legal notice is not made, the party filing the lawsuit may be entitled to a “default judgment,” meaning the company could forfeit its right to contest the lawsuit in court. So, it is extremely important to select a registered agent who will forward any legal notices immediately upon receipt, so the company has an opportunity to retain counsel in time to file an appropriate response and preserve its legal rights.

Additionally, if a company changes its registered office, it must file an amendment to its articles of organization with the Wisconsin Department of Financial Institutions to update its registered office address. Otherwise, these vitally important legal notices will continue to be served at the old address, and the company may not receive them in time to respond.

This blog post was written by Atty. David J. Espin or Pettit Law Group S.C.