Registered Agent Manual

SECTION I
INTRODUCTION

This Manual describes in outline form the policies, rules, and procedures which govern the conduct of an agent pursuant to the Registered Agent Office/Address Agreement with URA. This Section is designed to provide background information by means of a series of commonly asked questions. Subsequent Sections provide the policies, rules and procedures for fulfilling all obligations as an URA agent. Please read this Manual with care.

FAQ’S
What are Registered Agent Services?

When a Business Entity (i.e. Business Corporation, Not-For-Profit Corporation, General Partnership, Limited Partnership, Limited Liability Company, Insurance Company and Banking Corporation) conducts business in a state, it is required by law to register to do business with the state agency responsible for licensing and maintaining the records of that type of business entity (such as the Secretary of State, Department of State, State Corporation Commission, Department of Insurance and Banking Department). As part of that registration process and the resulting legal obligations, each entity is further required by law to appoint and maintain in that State a “Registered Agent” to receive legal process and other official communications on its behalf, and to maintain a “Registered Office” physically within the State where that registered agent can be reached. RA Services provided by URA are:

  1. To act as the designated registered agent and to provide the registered office on behalf of the entity, and;
  1. To handle the receiving and forwarding of Legal Process, State Tax Forms and materials, official communications and routine correspondence pursuant to guidelines established by the entity.

What benefit does the organization receive for registering?

The registration process binds the entity to the legal jurisdiction of the State, subjecting it to its laws for conducting business. The single most important benefit the entity gains is the ability to legally enter into contracts and otherwise conduct its affairs in that state. Through registration it gains access to the state courts to assist in the prosecution and defense of its interests. Failure to register may foreclose or hinder this benefit. Furthermore, failure to register may lead to conducting business illegally, subjecting the entity to potential monetary and other civil or criminal sanctions.

What is the primary responsibility of URA?

Legal documents served upon an entity or its agent, are commonly referred to as Service of Process (“SOP”). The type of documents include, but are not limited to, Summons, Complaints, Injunctions, Notices, Motions, Court Orders, Answers and more. The responsibility as agent is to properly receive or reject legal process on behalf of your client and to take all the steps necessary to communicate with and forward to the client the legal process immediately upon receipt. Your actions as the agent for the entity bind the client. Consequently, receipt or rejection creates a potential liability for both URA and the client, and your actions in handling the matter may have an important impact in the outcome of the lawsuit. Accurate and prompt handling of SOP matters is the essence of URA services.

What do customers expect from URA?

URA clients utilize URA Registered Agent Services because it is meticulous, accurate and prompt in delivering Service of Process. It is this exacting standard of service that sets URA services apart. The expertise required to achieve this high level of performance in handling Service of Process demands well trained and dedicated resources.

How is URA client information treated?

With the strictest level of confidentiality. URA policy is to not disclose any information about its clients (with some exceptions) to any party. Any such requests should be responded to politely by reciting URA’s policy. If the requesting party is not satisfied with the response, please refer them to URA. There are four exceptions to this rule:

  1. When you are requested to obtain public record information from a state agency concerning a client company. As long as the information comes from the public records of the state and not URA internal files, disclosure is permitted.
  1. When it is the URA (or affiliate) client itself requesting such information and you are certain that the persons seeking the information are a member of the client’s organization and is authorized to receive such information.
  1. When you are legally compelled to divulge the information under subpoena. You should immediately refer such matters to URA (Joe Winrich, Universal Registered Agents, Inc., 109 VT Route 35 Townshend, VT 05353, Telephone (913) 402-8875). Make no attempt to answer a subpoena without having previously contacted URA.
  1. If an agency, i.e. FBI, CIA makes contact and requires a client’s phone number due to an emergency situation. Contact (913) 402-8875 – Joe Winrich to obtain approval to provide the contact information.

The following pages of this Manual will contain specific instructions on how to handle Service of Process and other matters for URA clients, as well as general policies, rules and procedures governing URA services. It is your responsibility to review the contents carefully and to understand all URA policies related to the vital responsibility. Whenever a question arises in the course of receiving or forwarding SOP, please refer first to the Manual. If in any doubt, in lieu of making a mistake, contact URA for assistance.

SECTION II

SERVICE OF PROCESS GUIDE

  1. SERVICE OF PROCESS DEFINED

Service of Process (“SOP”) includes any of the following documents presented to URA as agent for its client(s): summons, complaint, petition, cause of action, court notice, notices, demands, pleadings of any nature, subpoena, court orders, liens, garnishments, claims of any nature, any other document in which a judicial or regulatory agency is involved and is requiring action, i.e. Letters threatening litigation, Notices of Violation or where notice is being provided. URA’s clients include, but are not limited to, regular business corporations, non-profit corporations, sub s corporations, professional corporations, limited liability corporations, limited liability partnerships, limited partnerships, insurance companies, and banking corporations.

  1. RULES FOR RECEIPT OF SOP

 PLEASE NOTE: URA receives SOP; it never accepts SOP. URA rejects SOP; it never refuses SOP. Only a URA client can determine what proper or improper service of process is. This distinction should be noted clearly. DO NOT sign any document indicating acceptance or verbally indicate acceptance to a process server, sheriff, marshal, or any individual serving any of the aforementioned documents (collectively “Process Server”).  This action must be reserved for the URA client. See Page <> for rules regarding Certified Mail.

  1. Regular Business Corporations
  1. SOP can be received only for entities that have designated URA as Registered Agent and Registered Office;
  1. Such a designation must be current. If such designation is in doubt, then check with the Secretary of State or the designated agency in your state to determine the current registered agent;
  1. Upon presentation of SOP, either in person, by a Process Server or by mail, do the following by using the online website.

RECEIVE SOP
To determine whether the SOP presented should be received, use the on-line Service of Process procedure available through the private side of the URA web site. The private side is accessed by clicking on the “Client Services” icon found on the top tab of the Home Web Page of URA https://www.universalregisteredagents.com

  1. Client Service Log-in Page – As part of URA’s security measures, you will next be required to log in at the Client Services Log-in page. Type in your current user name and password as assigned by the URA webmaster to move to the next page.
  1. Welcome Page – The next screen displays the ‘Welcome’ page. Click the “Receive SOP” icon to begin. Please note that the database you are able to access corresponds with your user name and is limited to the entities URA represents in your state. All URA clients’ information is secure and can only be accessed by authorized users.

iii. Corporate Records Page –Determine the exact name of the party being served. If there is more than one party, determine the exact name of each party being served. The number of copies of the SOP you receive should equal the number of parties being served. For each party being served, determine if URA or one of its affiliates is the registered agent by searching for each named party.

  1. Corporate Records Result Page – To search enter part of the name and you will receive a listing of all companies that contain the name you requested. For the party being served, verify that the name in the SOP matches exactly with the name of the corporation in the URA records. If URA does not have a record of party being served, verify the agent of the party by checking online at the State Web Site using the “Secretary of State” search icon. If URA is not the agent, reject the SOP (see Section VI – Business Requirements for details for ‘Returning Rejected Service of Process).
  1. ‘Process’ Link – If URA is the agent, the company name will be displayed with information concerning the number of times this company has been served. If more than one company appears, determined the correct one and click on the company name to initiate a new SOP. This will take you to the SOP Entry screen.
  1. Documents Served Box – Step 1. – Click drop down and select all documents that apply. If there are documents in the SOP that are not listed there is a text box for Other.

vii. Method of Service Box – Click drop down and select method that applies.  If the method is not listed there is a text box for Other.

viii. Court or Agency Box – Enter the name of the Court of jurisdiction or the Agency (such as Department of Revenue) issuing the SOP documents.

  1. Comments Box – Enter any comments regarding the SOP, ie. Drop Service.

 

  1. Number of Pages Scanned Box – Enter the number of pages on the SOP.

When all information is entered, choose a file to upload and upload the scan.

Pop-Up Selection Screen Shot

  1. UFO’s

 UFO’s are entities for which URA is found to be the registered agent after contacting the appropriate government agency, but is not found within the URA SOP Switchboard on-line listing. Once the entity is confirmed with the government agency, a call or an email should be forwarded to Joe Winrich to obtain forwarding instructions. Once an address is provided, click on the UFO button found at the top right of the screen of Corporate Records. Enter the contact information and documents and select the button ‘Process UFO’. Continue to follow normal procedures as outlined above.

SECTION IV

TYPES OF ENTITIES, REPRESENTATION AND RULES

  1. Non-Profit Corporations, Sub S Corporations, Professional Corporations, and Limited Liability Companies Follow the rules for Regular Business Corporations as outlined above. The Secretary of State is generally the agency responsible for regulating these entities and for verifying that URA is the Registered Agent.
  1. Limited Partnerships
  1. Follow the rules for Regular Business Corporations as outlined above. The Secretary of State is generally the agency responsible for regulating these entities and for verifying that URA is the Registered Agent.

 

  1. IMPORTANT NOTE: SOP on a limited partnership may be made on the general partner which may be a corporation. Verify with the Process Server the party being served. Take any SOP served on a general partner if: i. URA is agent for both the general partner and the LP. (Ask the process server for the name of the entity being served) ii. URA is the agent only for the general partner. If you are unsure or have questions about receiving a SOP, call URA Joe Winrich for guidance.
  1. Insurance Companies

Follow the rules for Regular Business Corporations as outlined above. You may contact the Secretary of State or the State Insurance Department or Commission to verify that URA is the Registered Agent.

  1. Banking Corporations

Follow the rules for Regular Business Corporations as outlined above. You may contact the State Banking Department or Commission to verify that URA is the Registered Agent.

  1. SPECIAL DESIGNATIONS
  1. i. Private Agreements:

 In situations under which URA is designated as an agent to receive SOP pursuant to a private contract such as a loan or lease contract, a Shareholder Agreement or other Contracts:

  1. Service may be made upon an individual or a company.
  2. Designations of Private Agreements cannot be verified at a State Agency.
  3. If unsure, call URA for verification.
  4. Follow the general rules for receipt and forwarding of SOP as for Corporations above.

 

  1. ii. Designation under Special Statutes:

Such designations could include specific statutes for Workers’ Compensation, Environmental Laws, Securities Regulations, Broker/Dealer Registrations, etc. Confirmation of the Registered Agent designation may be made at an agency other than those previously described. If you are unsure or have questions about receiving a SOP, call URA for guidance.

SECTION V

CRITICAL POLICIES/GENERAL RULES

  1. Acknowledgments

DO NOT sign any paper presented by a Process Server, or received by mail relative to an SOP. You may give your name to the Process Server. Avoid any action or discussion that would indicate acknowledgment of the SOP or that you were acting in any capacity for the client other than to receive SOP. Remember, only a client can acknowledge service.

EXCEPTION: You may sign the Green Certified Mail receipt or Courier receipt.

  1. Actions on Behalf of Client

DO NOT take any action on your own or on behalf of an URA client, unless it is pursuant to explicit instructions by URA.  URA will never act on behalf of a client unless it is specifically authorized.

  1. Affidavits/Subpoenas

Call URA immediately when presented with a Subpoena or when asked to complete or sign an Affidavit. When served with a Subpoena requiring your testimony or appearance, call URA for guidance. DO NOT attempt to respond or appear without contacting URA.

DO NOT sign any Affidavit unless it has been cleared by URA Joe Winrich

  1. Communication with Process Servers

All communication should be kept to a minimum. URA obligations run to our client, not to parties serving SOP on URA clients. DO NOT volunteer any information about an URA client. Remember, neither URA nor you as agent, are under any obligation to the serving party.

  1. Confidentiality and Requests for Information

URA’s policy is not to disclose any information about its clients to any party requesting such information. Any requests for information regarding URA’s clients should be responded to politely by reciting URA’s policy. If the requesting party is not satisfied with the response, please refer them to URA, Joe Winrich.

EXCEPTIONS:

  1. When requested to obtain public record information from a state agency concerning a client company. As long as the information comes from the public records of the state and not URA internal files, disclosure is permitted.
  2. When you are legally compelled to divulge the information under subpoena. You should immediately refer such matters to URA. Make no attempt to answer a subpoena without having previously contacted URA.
  1. Correspondence/Communications vs. SOP

All mail is required to be opened and reviewed prior to scanning.  If unsure if the document or letter should be handled as SOP or mail, please email a copy of the document Joe Winrich.

  1. Default Judgments:

When served with a default judgment for a client entity immediately call URA for guidance, Joe Winrich.

PLEASE NOTE: Default Judgments can be a major source of liability for both the client, URA and the local agent.

  1. Dissolved, Withdrawn, Merged, or Revoked Entities:

If URA is the last listed registered agent, call URA for guidance Joe Winrich.

  1. “Drop Service”:

This situation arises where the Process Server leaves an SOP after it has been rejected or before you can verify whether to officially receive the SOP.

  1. Where left after SOP is rejected and after verification with the State Agency that URA is not the agent. See Section V; paragraph ‘M’ for Returning Rejected Service of Process.
  1. Name Issues:
  1. Misnomers – these include SOP in which there is an incorrect spelling, incomplete name, or any case in which the entity name on the SOP is not an exact match of the name in URA records or of the responsible State Agency, i.e. extra words, missing words. When a misnomer exists in an SOP:
  1. DO NOT RECEIVE the SOP until URA is contacted.
  1. DBA’s – these would include situations where the SOP refers to “doing business as”, trade names, assumed names, fictitious names, “divisions of” etc.:
  1. If the DBA is listed in conjunction with the exact entity name and URA is the agent, receive for the exact entity name. If there is no listing for the exact entity name in URA’s records or the records of the State Agency, check the d/b/a name with the State Agency to determine if listed. If found in the State Agency’s records and URA is the registered agent, receive the SOP.
  1. Where the responsible State Agency verifies the DBA as an assumed, fictitious, trade, or other DBA of an entity for which URA is agent, follow the rule for receipt of SOP and document on transmittal.

Do not assume that a DBA belongs to an entity based solely on similarity of name.

iii. If in doubt, call URA – Joe Winrich at 913-402-8875

  1. Rejecting Service if URA is not the Registered Agent

When URA is not the Registered Agent for an entity, or where otherwise indicated in this Manual, do not receive the SOP:

  1. If service is by personal service, instruct the Process Server that URA is not the agent, reject the documents and return them to the process server.
  1. If the Process Server leaves the documents, i.e. drops the service or if the SOP is received by mail, please refer to the Special Situations below for handling
  1. Resignation of Agent

If the responsible state agency’s records reflect a resignation of agent by URA, reject the SOP once the effective date has past (check State records for effective date) and follow the rules for Returning Rejected Service of Process.

  1. Returning Rejected Service of Process:

Return to URA in the regular weekely FedEx envelope.  If you are unsure or have questions regarding returning rejected SOP, call URA – Joe Winrich at 913-402-8875.

  1. Rules for Forwarding SOP
  1. Same Day Forwarding – All SOP must be scanned on the same day it is received.
  1. Items to be Scanned – All SOP documents including the envelope must be scanned. Make a copy of the envelope and place at the back of the documents prior to scanning.
  1. Service upon URA:

If URA is listed as a party on a SOP, you must call URA immediately Joe Winrich at 913-402-8875. There is one exception to this rule:

If URA is being served as “agent for XYZ entity” and URA is agent for XYZ. In such a

case, you may receive the SOP.

  1. Turnaround Standards

All SOP must be handled, processed, and forwarded on the same day it is received without exception. Call URA for exigent circumstances.

  1. Use Common Sense/Call URA

Call URA whenever you are in doubt as to what to do or whenever you have a question regarding how to handle a SOP.

SECTION VI

GOVERNMENT NOTICES, ANNUAL REPORTS AND OTHER MATERIALS

  1. Government Mail and Annual Reports – Forward all government notices and annual reports received for a client to URA via Federal Express 2-day Economy in a single package at least once a week. If you receive a heavy volume of documents, forward as often as necessary.
  1. First Class Mail – Open first class mail to determine if it is SOP (i.e. mail from a court, attorney or law firm etc.). If it is not an SOP, return the contents to the original envelope, staple closed, and forward to URA.
  1. Junk Mail – Forward all Third Class “junk” mail to URA.

SECTION VIII

RECORD KEEPING

  1. On-Line Reports:

There are two reports that are maintained on the URA SOP system. They are: SOP Log and the Mail Log. Each of these reports is accessed by clicking on the icon located on the welcome screen.

  1. SOP Log

This log tracks the number of times a company has been served. It allows searching by SOP’s transmitted within a specified time period, such as 10 days, months or years. Affiliate companies can be included by clicking a checkmark in the box next to the statement. By clicking on the “submit criteria” button, the information will be displayed on a separate screen.

  1. Mail Log

The mail log tracks the correspondence received for a particular company within a certain jurisdiction. The log allows you to specify the time period to search. Click on “submit criteria” to display results of the search.

 

CONFIDENTIAL:

Information contained in the Registered Agent Manual is highly confidential and proprietary in nature. The contents should be held in strict confidence and should not be revealed to anyone except authorized personnel. The Manual MAY ONLY BE USED for training and in determining policies and procedures for handling Service of Process and all other Correspondence for Universal Registered Agents, Inc. (“URA”), its members, affiliates and clients. Duplication of the Manual is prohibited.