As business lawyers in Houston, Texas, we are often asked questions about registered agent and office requirements. Every corporation, limited liability company, limited partnership, general partnership, professional corporation and professional association must have a registered agent and registered office in the state of Texas. This is true even when the corporation, company or partnership is a foreign entity. The registered agent allows the entity to be contacted, and takes delivery of:
– Lawsuits, citations, and petitions if the entity is sued;
– Notices regarding the status of the entity and its right to do business in Texas;
– Tax notices; and
– Notices and correspondence from the Texas Secretary of State and Texas Comptroller.
If an entity is not located in Texas, but does business in Texas, the entity must haves someone act as a registered agent and keep a registered office in Texas. Entities that are located in Texas often hire a registered agent so they do not have to have an employee perform that function and so that notices, lawsuits, etc. are not overlooked.
Failure to properly designate a registered agent may foreclose or hinder the entity’s ability to legally enter into contracts and/or gain access to Texas state courts. Also, failure to maintain a registered agent in Texas may cause the entity to fall out of good standing with the state of Texas. If an entity falls out of good standing, it could result in personal liability to the officers or owners of that entity.