New Rules for Registered Agents
The Mississippi Registered Agents Act (Mississippi Code Annotated §79–35–3) is effective January 1, 2013. The purpose of the code is to streamline the registered agent process by standardizing the forms used by different business entities to select, change or dismiss their registered agents. In addition, the Act creates a new class of registered agents, Commercial Registered Agents, which have additional obligations.
Commercial Registered Agents
A commercial registered agent may be any individual or entity which chooses to register with the Secretary of State and hold itself out as a registered agent for hire. By filing the Commercial Registered Agent Listing Statement with the Secretary of State, the registered agent is providing its initial consent to being chosen by a company to be its agent. Commercial registered agents will be listed on the Secretary of State's website. There is a fee of $100.
Commercial Registered Agents, by definition, agree to act as agent for any company which selects them from that list. If a Commercial Registered Agent does not wish to act on behalf of a company which has selected it, the agent must file a Statement of Nonacceptance with the Secretary of State within 14 days of selection. After that time, it is assumed that the Commercial Registered Agent has acquiesced to its appointment.
Commercial Registered Agents will have daily access to the names of companies which select them as their agent. This will be done either through an e-mail to the agent or via a list of those companies contained on the Secretary of State's website. That list will be updated daily and companies will roll off the list after 14 days.
The registered agent is responsible for contacting the companies which have chosen it to make business arrangements.
A Commercial Registered Agent may rescind that status and cease acting as a registered agent by filing the Termination Statement with the Secretary of State's office. Upon filing of the statement, the agent’s name will be removed from the commercial registered agents list. The fee for the termination statement is $50.
Important information regarding Termination Statements:
- The Commercial Registered Agent Termination Statement takes effect on the 31st day after filing with the Secretary of State.
- After the 31st day, the registered agent ceases to be an agent for service of process for each entity formally represented by it. The filing of a Termination Statement has the effect of terminating representation by the Commercial Registered Agent for every entity it had previously represented.
- The Commercial Registered Agent must notify each entity represented by it that it has filed a Termination Statement so that the entity may obtain another registered agent.
- The Commercial Registered Agent must attach a list of entities it represents to the Termination Statement filed with the Mississippi Secretary of State.
Forms applicable to commercial registered agents are here:
Links applicable to commercial registered agents are here:
Noncommercial registered agents
Any individual, corporation or LLC may act as registered agent for any Mississippi company provided the agent has a physical address in the state of Mississippi. Noncommercial registered agents will not be listed on the Secretary of State's website. Companies seeking to utilize a noncommercial registered agent must obtain that agent’s permission prior to listing the agent on any forms filed with the Secretary of State.
Noncommercial registered agents will not be notified of their selection as a registered agent. If a company chooses a noncommercial registered agent without permission, that agent has no obligation to the company and may refuse to perform the duties of registered agent without penalty.
If properly selected, both commercial and noncommercial registered agents have the same duties and obligations to their clients. The same forms are used for naming, amending or terminating registered agents regardless of type. Those forms are found with all of the other business forms on the Business Services page.