THE SSP FIRM BLOG

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Written by: Lisa M. Rammes, Business Lawyer

When starting a new business in Ohio, an important detail to have on your checklist is choosing a statutory agent to receive legal paperwork on your behalf should the need arise.

What is an Ohio Statutory Agent?

A statutory agent—also known as a registered agent—is the party identified in your Ohio business to ensure you do not miss important notices regarding your business. An Ohio statutory agent can be an individual Ohio resident, or an organization registered or authorized to do business in Ohio. In Ohio, the state uses the term statutory agent, but an Ohio registered agent has the same meaning.

An Ohio statutory agent must have a physical location in Ohio and be present at that address during normal business hours for the purpose of receiving, accepting and forwarding to your business any legal documents delivered to the statutory agent. If your business does not have a physical location in Ohio where you are registered, choosing a statutory agent to receive your important correspondence is a must.

Does Your Ohio Business Need a Statutory Agent?

Not every Ohio business type is legally obligated to identify a statutory agent. If you are forming one of the below types of entities (referred to as statutory entities), you will need to appoint an Ohio statutory agent:

·         Domestic and foreign corporations

·         Professional corporations

·         Nonprofit corporations

·         Domestic and foreign Limited Liability Company (LLC)

·         Professional Limited Liability Company (PLLC)

·         Limited Liability Partnership

During the process of registering one of the above businesses with the Ohio Secretary of State, if you do not name a statutory agent, your filing will be rejected. Additionally, if your agent resigns and a substitute agent is not timely appointed, your business entity can be administratively dissolved.

Roles of a Statutory Agent

Unlike the incorporator or organizer of your business (the person who files the formation documents), a statutory agent continues to serve on behalf of your Company after the formation of the entity. One of the chief obligations of a statutory agent is to receive, on your behalf, copies of any lawsuits, causes of action, or legal notices that may be filed against, or served upon, your business. They will also receive any tax documents and state correspondence.

Upon delivery of such notice to the listed statutory agent, the business is deemed to have been served with notice of the lawsuit or legal notice and any timelines to respond to such lawsuit or legal notice begins to run from such date.  If a statutory agent is not identified, the Secretary of State’s office has the authority to accept service of process on the business’ behalf. Without a statutory agent, there could be an unnecessary delay in receipt of important notices or lawsuits. 

Why You May Not Want to Serve as Your Company’s Statutory Agent

While it may be tempting to just take on this role yourself, it may be more beneficial to appoint a third party to act as a statutory agent if any of the following apply:

1. You do not maintain normal business hours and/ or you have employees who receive and sort the mail.  In either scenario, you may miss an important communication or be unaware that a claim has been served against your company.
2. Your address is likely to change. A statutory agent’s address must always stay current in the state records.  If you move and fail to update your entity’s records with the state, important notices may again be missed.
3. You have a PO Box as the mailing address for your business. Federal and state notices cannot be sent to a PO Box.
4. You do not want the potential embarrassment of your employees being served with legal documents on the company’s behalf.
5. You do business in multiple states with no fixed location in the state.
6. You do not wish to have your information shared publicly.  A statutory agent’s address is of public record and the information is accessible through a simple search on the Secretary of State Office’s website.

While a statutory agent may seem like a minor item to consider, it does play an important role in receiving communications and keeping your business entity in good standing. Missing an important filing date or failing to respond to a litigation notice can be avoided if you consider this issue.

Our firm provides statutory agent services through SSP Statutory Services, LLC.  If you would like to explore this topic further, please contact Lisa Rammes via email lmr@sspfirm.com or 513-533-2724.

Disclaimer: The information you obtain in this article is not, nor is it intended to be, legal advice. You should consult an attorney for advice regarding your individual situation. We invite you to contact us. Contacting us does not create an attorney-client relationship. Please do not send any confidential information to us until an attorney-client relationship has been established.