North Carolina § 55D-30 - Registered office and registered agent required.

§ 55D-30. Registered office and registered agent required.

Each domestic corporation, nonprofit 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, nonprofit corporation, limited liability company, and limited partnership authorized to transact business or conduct affairs in this State must continuously maintain in this State: A registered office that may be the same as any of its places of business or any place where it conducts affairs; and A registered agent, who must be: An individual who resides in this State and whose business office is identical with the registered office; A domestic corporation, nonprofit corporation, or limited liability company whose business office is identical with the registered office; or A foreign corporation, foreign nonprofit corporation, or foreign limited liability company authorized to transact business or conduct affairs in this State whose business office is identical with the registered office. The sole duty of the registered agent to the entity is to forward to the entity at its last known address any notice, process, or demand that is served on the registered agent. History (1901, c. 5; Rev., s. 1243; C.S., s. 1137; 1937, c. 133, ss. 1-3; G.S., ss. 55-38, 55-39; 1955, c. 1371, s. 1; 1957, c. 979, s. 17; 1989, c. 265, s. 1; 2000-140, s. 101(a); 2001-358, ss. 44, 45; 2001-387, ss. 173, 175(a); 2001-413, s. 6.) FORMER OFFICIAL COMMENT TO G.S. 55-5-01 Editor's Note. - The Official Comments below were formerly located under G.S. 55-5-01 prior to its amendment in 2001. At the request of the Revisor of Statutes, the Official Comments have been transferred to this section as historical annotations pursuant to Session Laws 2001-358, s. 52. The requirements that a corporation continuously maintain a registered office and a registered agent at that office are based on the premises that at all times a corporation should have an office where it may be found and a person at that office on whom any notice or process required or permitted by law may be served. This covers not only service of process in connection with litigation but also tax notices and communications from the secretary of state and other governmental offices. The street address of the registered office must appear in the public records maintained by the secretary of state. A mailing address, such as a post office box, is not sufficient since the registered office is the designated location for service of process. The Model Act assumes that formal communications to the corporation will normally be addressed to the registered agent at the registered office. If the communication itself deals with the registered office or registered agent, however, copies must be sent to the principal office of the corporation. Moreover, the Act authorizes corporations to retain records at, or to provide information to shareholders through, offices other than the registered office. The Model Act consistently recognizes that the registered office may be a "legal" rather than a "business" office. Many corporations designate their registered office to be a business office of the corporation and a corporate officer at that office to be the registered agent. Since most of the communication to the registered agent at the registered office deals with legal matters, however, corporations often designate their regular legal counsel or his nominee as their registered agent and the counsel's office as the registered office of the corporation. This practice may also encourage regular communication between the corporation and its legal counsel. The registered agent need not be an individual. Corporation service companies often provide, as a commercial service, registered offices and registered agents at the office of the corporation service company. The voluntary dissolution of the corporation does not of itself terminate the authority of the registered agent to accept service of process or other communications on behalf of the dissolved corporation. See section 14.05. FORMER NORTH CAROLINA COMMENTARY TO G.S. 55-5-01 Editor's Note. - The North Carolina Commentary below was formerly located under G.S. 55-5-01 prior to its amendment in 2001. At the request of the Revisor of Statutes, the North Carolina Commentary has been transferred to this section as historical annotations pursuant to Session Laws 2001-358, s. 52. Subsection (a) is the same as section 5.01 of the Model Act, except that "nonprofit" has been substituted for "not-for-profit" and "shall" has been substituted for "may" in subdivision (2). Subsection (b) was added to define precisely and exclusively what a registered agent is obligated to do. Editor's Note. - Session Laws 2001-358, s. 44, effective January 1, 2002, and applicable to documents submitted for filing on or after that date, recodified G.S. 55-5-01(b) as G.S. 55D-30(b) and G.S. 55-5-02 , 55-5-03, and 55-5-04 as G.S. 55D-31, 55D-32, and 55D-33, respectively, in Article 4 of Chapter 55D of the General Statutes. Effect of Amendments. - Session Laws 2001-358, ss. 44 and 45, effective January 1, 2002, and applicable to documents submitted for filing on or after that date, recodified G.S. 55-5-01(b) as subsection (b) of this section; added subsection (a) of this section; and substituted "entity" for "corporation" in two places in subsection (b). Legal Periodicals. - For article, "The Creation of North Carolina's Limited Liability Corporation Act," see 32 Wake Forest L. Rev. 179 (1997).