Registered Agent
The person or organization designated by a Texas filing entity to receive service of process and other official communications on the entity's behalf. Every Texas filing entity must designate and continuously maintain a registered agent and registered office.
A registered agent is the person or organization designated by a Texas filing entity to receive service of process and other official communications on the entity's behalf. Every Texas corporation, LLC, and other filing entity must designate and continuously maintain a registered agent and a registered office in Texas.
Requirements
Under § 5.201, every domestic and foreign filing entity must designate and continuously maintain (1) a registered agent, either an individual Texas resident or an organization authorized to transact business in Texas, and (2) a registered office at a Texas street address where process may be personally served on the registered agent. An organization serving as agent must have an employee available there during normal business hours. The registered office may not be solely a mailbox service or telephone answering service.
Consent requirement
A registered agent must have consented, in a written or electronic form developed by the Secretary of State, to serve. § 5.201(b)(2). Under § 5.2011, effective January 1, 2010, naming a person as registered agent in a filing is an affirmation by the organizer or managerial official that the person has consented. Naming an agent without consent carries the penalties for false filings. § 5.207.
Substitute service
When a registered agent or office cannot be found through reasonable diligence, § 5.251 authorizes service of process on the Texas Secretary of State as substitute agent. The Secretary forwards process to the entity by certified mail under § 5.253.
Many Texas entities use commercial registered-agent services (CT Corporation, Cogency Global, Northwest Registered Agent) rather than designating an officer or attorney. Failure to maintain a registered agent exposes the entity to substitute service through the Secretary of State under § 5.251 and, if not corrected within 90 days after notice, to involuntary termination by the Secretary of State under TBOC § 11.251(b)(1)(B).