Registered-agent firms face tighter scrutiny from state
Nevada Secretary of State Ross Miller says nearly 850 registered agents in the state face possible closure unless they get into compliance with state law.
And the crackdown could extend to companies that use the registered agents who aren’t in compliance.
It’s part of an initiative by the state to clean up what it considers to be suspicious activity by some registered agent companies, including some who are serving as a haven for illegal “shell” companies.
Registered agents handle the paperwork for companies — many of them from outside the state — that are incorporated under Nevada law. And they are designed to receive process of service in lawsuits involving those companies.
More than 1,700 commercial registered agents work in the state, representing many of the 294,331 business entities that are required to have a designated agent in Nevada.
Miller says companies that use non-compliant registered agents may get caught up in the sweep that began last autumn.
“While noncompliant registered agents face stiff fines and penalties, entities that use improperly licensed registered agents may also suffer consequences under the law,” says the Secretary of State, whose office oversees incorporation activity in the state.
Companies operating without a proper registered agent face fines up to $500 a day.
Investigators have contacted 452 resident agents who apparently don’t meet a legal requirement that they maintain a physical office in Nevada, staffed by at least one person authorized to accept legal process.
If they don’t get a physical office, Miller said they’ll be shut down.
Investigators have tracked down another 396 registered agents who apparently must register as commercial registered agents.
That registration is required for registered-agent firms that represent 10 or more entities. Among other provisions, a state law that took effect in October requires that the officers and managers of commercial registered agents file statements that they haven’t been convicted or disciplined for fraud or deception.
The commercial registered agent threshold — 10 entities represented — may require action by some law firms, accountants and others who don’t do much of a business as a registered agent.
Matthew Taylor, president of the Nevada Registered Agent Association, says his organization believes that many of the agents who haven’t yet registered are likely to be smaller outfits that aren’t aware of the new law.
“We believe that this is an excellent opportunity for education so that those smaller companies understand what what the requirements are,” says Taylor, who’s president of American Management Group in Carson City.
(The forms required for filing as a commercial registered agent are found in the Business Center of the Secretary of State’s Web site, http://www.nvsos.gov.)
Bryan Wachter of the Retail Association of Nevada said his organization is “very concerned about disruptions to the supply chain.”