Registered Agent Dilemma

Just about every lawyer who has been in private practice for any length of time has been asked to serve as registered agent for an entity.

NCGS 55D-30 requires that every domestic corporation, non-profit corporation, limited liability company, limited partnership, and limited liability partnership, each foreign limited liability partnership maintaining a statement of foreign registration, and each foreign corporation, non-profit corporation, limited liability company, and limited partnership authorized to transact business in North Carolina must continuously maintain in the State a registered office and registered agent.

The dilemma arises when years later the company has ceased operating and all of the principals have disappeared, but you are still the registered agent and receive a summons addressed to that company. You consult NCGS 55D-32 that allows you to resign as registered agent, but you must certify in your statement of resignation to the Secretary of State that you have mailed or delivered to the entity, at its last known address, notice of your resignation, including the name and title of the person to whom you mailed or delivered the notice. You check the Secretary of State’s records and the only address and name is yours. The Secretary of State has permitted, in this situation, the registered agent to send the notice to himself or herself to effect the notice. It is limited to these narrow facts, but allows an agent to make his or her exit.

Frank Bryant is a Partner with Poyner Spruill LLP in Charlotte, NC.  He practices in the areas of Business and Commercial Real Estate Law. Frank also serves as a mediator in commercial, shareholder dispute, contracts and condemnation cases.  He can be reached at 704.342.5254 or by email at fbryant@poynerspruil.com.