The requirement never pauses
Every California corporation and LLC, and every out-of-state entity registered to do business here, must designate and continuously maintain an agent for service of process. There is no grace period built into the requirement itself: the moment your agent resigns, moves away, or stops functioning, your entity has a problem, even if nothing bad happens that day.
Consequence 1: lawsuits can proceed without you
This is the serious one. If a plaintiff shows the court that your designated agent (and, for a corporation, its officers) could not be served with reasonable diligence, the court can order the papers delivered to the Secretary of State instead. Service is then complete on the 10th day after that delivery, and the case moves forward whether or not the papers ever reach you. A business that doesn't respond on time can face a default judgment: the court can rule for the other side without hearing the business's defense.
Consequence 2: compliance problems with the state
Your agent is designated in your Statement of Information. An entity that lets that filing lapse falls out of compliance, and Statement of Information delinquency has its own ladder: a notice of delinquency from the Secretary of State, then a Franchise Tax Board penalty if the statement is still not filed within 60 days, or, for an entity that has also filed no statement in the previous 24 months, a 60-day suspension notice instead of the penalty and then suspension of the entity's powers. So the state does not suspend an entity directly for an agent problem; the ladder applies when the Statement of Information is not filed.
Consequence 3: missed state notices
The Secretary of State usually mails its notices, such as Statement of Information reminders and delinquency notices, to your entity's own mailing address on file (or its email, if it chose email notices), not to your agent. If that address is out of date too, notices that would have warned you about the problems above may simply never reach you. A business in this position may first learn of the problem after a judgment, penalty, or suspension has already happened.
The fix is simple
Two things resolve it: an agent on file and a current Statement of Information. If an agent resigned or a person serving as agent moved away, the order matters: the new agent is signed up first, then the filing names it. The whole process is one online filing, covered step by step in how to change your registered agent in California.
Common questions
Can the state suspend my entity for not having a registered agent?
Not directly. Suspension by the Secretary of State comes from failing to file your Statement of Information: the Secretary of State first sends a notice of delinquency, a Franchise Tax Board penalty follows if the statement is still not filed within 60 days, except that an entity that has also filed no statement in the previous 24 months gets 60 days' notice before suspension instead of the penalty. Your agent is designated in that filing, but suspension is tied to the filing itself, not to the agent.
What is substituted service?
In California, substituted service means leaving the papers at the office with the person apparently in charge and then mailing a copy; it is complete on the 10th day after the mailing. Service through the Secretary of State is a different step: a court can order it when the plaintiff shows that your designated agent (and, for a corporation, its officers) could not be served with reasonable diligence. That service is complete on the 10th day after delivery to the Secretary of State, and the case then proceeds whether or not you ever actually see the papers.
My registered agent resigned. What do I do?
A replacement is named by filing an updated Statement of Information at bizfileonline.sos.ca.gov, after the new agent is signed up. Our step-by-step guide covers the exact order.
What does suspension actually mean for my business?
A suspended entity loses important rights, including the ability to prosecute or defend a lawsuit in California courts, until it's revived. Reviving takes filings, penalties, and time. Ask a licensed attorney about the specifics of your situation.
How do I make sure this never happens?
The requirement is met by keeping an agent on file at all times and filing the Statement of Information on time. A professional agent keeps a steady delivery point on file with the state; Corpgate, Inc. has been one for California businesses since 2008.
This guide is general information, not legal advice. For advice about your specific situation, consult a licensed attorney.
Related pages: Registered agent for California LLCs · Registered agent for California corporations · California agent for service of process · How to change your registered agent
More guides: What does an agent do? · What does an agent cost? · Statement of Information guide · Out-of-state companies in CA · The 1505 corporate agent · Statutory agent vs registered agent · How service of process works
Need a California registered agent?
Corpgate, Inc. has been a California registered agent since 2008. Documents are scanned and emailed promptly, with hard copies forwarded.
3-Year Plan
$49 a year when you prepay three years ($147)
Pay with CardAnnual Plan
$79 a year, renews yearly until you cancel
Pay with Card- Service of process and other legal documents received for you
- Documents scanned and emailed promptly; originals forwarded
- No hidden fees, ever. Each plan covers one company.
"Thank you, very good price for the registered agent service, I looked around and yours was the best. Thanks again."
"Wow! This is fast and efficient."
Checkout requires a US mailing address. Don't have one? Email support@corpgate.com and we'll set you up. After checkout, you get an email with simple instructions to name Corpgate, Inc. as your agent. Questions first? Call (888) 49-2-CORP or see how it works on our home page.