Frequently Asked Questions - Registered Agent

🔎 General Questions

Q: What is a Registered Agent (RA)?

A: A Registered Agent is a third party appointed to accept legal process, tax notices, and government communications on behalf of your business entity. The Registered Agent maintains a physical presence in the state where you are registering to do business and is the point of contact to accept documents on your behalf during normal business hours. It is important to appoint an agent who is reliable and can keep the business informed of any service of process served on the entity – timely notifications mean you have time to respond to court summons, pay/file annual reports and taxes before penalties are assessed. We provide electronic notification for any legal documents served on behalf of your entities with the option for express courier should physicals be needed – all documents are also kept track of and logged for the entire history of acceptance on behalf of your entities.

Q: What are Registered Agent (RA) services?

A: Some potential RA services include assisting companies with compliance requirements, such as annual report filings, legal notifications, and maintaining records of government correspondence. We can also help with specialized filings like BOI (FinCen), entity dissolutions, and foreign qualification setups.

Q: Why do I need a Registered Agent?

A: Businesses operating in many states are required to have a registered agent. We receive legal documents on your behalf, ensuring compliance with state regulations and timely handling of important filings. If you are not able to accept legal documents at a physical location within states you’re registered/qualified during normal business hours, you will need a registered agent – it's required to have someone available during business hours to accept service of process/legal documents.

Q: Where can I find Traact's Registered Agent Addresses?

A: TBD (Intercom)

📂 Annual Report Filings

Q: What are Annual Report Filings?

A: Annual Report filings are mandatory reports businesses must submit to the Secretary of State to keep their entity in good standing. These filings include updated company information such as directors, officers, and addresses.

Q: Are there different types of Annual Report Filings?

A: Yes, each state may have different requirements for annual reports. These can vary depending on the type of business entity (LLC, Corporation, and so forth...) and the jurisdiction.

Q: How long does it take to complete Annual Report Filings?

A: It depends on the state and the filing method. Typically, it can take anywhere from a few business days to several weeks, especially during peak filing seasons.

Q: What information do I need to provide for Annual Report Filings?

A: If Traact is already your Registered Agent, there is nothing needed on your end. If not, you must provide the company’s legal name, entity registration number, address, registered agent information, and details of any changes (such as new directors, shareholders, or principal address).

🔢 BOI (Beneficial Ownership Information - FinCEN)

Q: What is BOI reporting?

A: BOI (Beneficial Ownership Information) filings are a new requirement under FinCEN (Financial Crimes Enforcement Network) where companies must disclose their beneficial owners, i.e., individuals who own or control a certain percentage of the entity for anti-money laundering purposes.

Q: Who is required to submit BOI reports?

A: Many U.S.-based companies are required to submit BOI filings, particularly corporations and LLCs. However, some exemptions may apply depending on the company's type and industry.

Q: How long does it take to complete BOI filings?

A: Generally, it takes 2-3 business days to gather the necessary information and file, but the timeline may vary based on the complexity of ownership structures. However, if all of the necessary information is sent to Traact, it will be completed in the same day.

Q: What information should we provide for BOI reporting?

A: The beneficial owners’ full legal names, addresses, Social Security numbers or Taxpayer Identification Numbers, a picture of their ID (passport if non-American), and ownership percentages are typically required.

✂️ Entity Dissolutions

Q: What is an Entity Dissolution?

A: Entity dissolution is the legal process of closing down a business entity. It involves filing documents with the Secretary of State to terminate the entity’s existence.

Q:Are there different types of entity dissolutions?

A: Yes, dissolutions can be voluntary (when owners choose to close the business) or involuntary (due to state action, like failure to file annual reports). All SOS offices highly recommend dissolving/withdrawing entities that are no longer needed instead of letting them go revoked for failure to file annual reports/pay applicable fees due to them – we can’t legally advise on the ramifications that may follow state-by-state for not following proper dissolutions steps so it’s always encouraged to dissolve/withdraw registrations from Secretary of State offices where you no longer need a particular registration.

Q: How long does it take to dissolve an entity?

A: The process can take from a few days to several weeks, depending on the state and whether all prior filings and obligations (taxes, licenses, etc.) are up-to-date.

Q: What information is required for entity dissolution?

A: We need the entity’s legal name, entity number, reason for dissolution, and confirmation that all tax liabilities have been resolved. Some dissolutions/entity types are responsible for providing tax clearances - if these are required, Traact will provide directions on how to obtain and it will be your responsibility to retrieve those for us to proceed with the dissolution as tax clearances are often from non-SOS, tax-related agencies only the entity can access.

📗 Foreign Qualification Creations

Q: What is Foreign Qualification?

A: Foreign qualification is the process of registering your business to operate in a state other than the one where it was originally formed - these are filed with the Secretary of State. This is usually required if a company wants to conduct business outside its domestic jurisdiction.

Q: How long does it take to obtain Foreign Qualification?

A: It typically takes 1 to 4 weeks depending on the jurisdiction and the complexity of the application. Some states offer expedited processing for an additional fee.

Q: What information do I need for Foreign Qualification?

A: Each state and entity type differs – the core information usually needed includes: the business’s legal name, formation state, NAICS code or purpose of the business, principal address, officers (corporations) or manager/member details (LLC) and the jurisdiction you want to register in.

📝 Company Name Changes

Q: What is a Company Name Change?

A: A company name change involves legally updating the registered name of your business with the relevant Secretary of State offices you’re registered. This process must be completed through a formal filing to ensure your new name is recognized.

Q: How do I change my company’s name?

A: To change your company’s name, you will need to file an amendment to your business’s Articles of Incorporation (for corporations) or Articles of Organization (for LLCs) with the state where the business is domestically formed and foreign qualified.

Q: Are there any restrictions on the new name?

A: Yes, the new name must be unique and cannot be deceptively similar to other businesses registered in the same state. It also needs to comply with state naming rules (e.g., must include corporate indicator such as LLC or Inc. etc.).

Q: How long does the name change process take?

A: The process can take from a few business days to 6 weeks, depending on the state’s processing time and whether any additional documents are required.

Q: What information do I need to provide for a name change?

A: You’ll need your current business name, the new name you wish to use, and your state registration number. We may also request updated company documents, depending on the state’s requirements.

Q: Will changing my business name affect other aspects of my business?

A: Yes, after the name change, you’ll need to update your business name with the IRS, banks, vendors, customers, and any other relevant entities. Contracts, licenses, and permits may also need to be updated.

Q: Does a name change affect my tax ID (EIN)?

A: No, changing your company name does not change your EIN. However, you will need to notify the IRS of the name change using a specific form.

Q: Will I need to change my company’s name in every state where I’m registered?

A: Yes, if your business is registered in multiple states (foreign qualified), you’ll need to file name change amendments in each state.

Q: Can I reserve a business name before filing for the name change?

A: Yes, most states allow you to reserve a business name for a specific period, usually 30 to 120 days, before you officially change the name.

Q: What happens if my desired name is already taken?

A: If the name you want is unavailable, you’ll need to choose a different one. We can help you check name availability and offer alternatives.

🚨 SOP (Service of Process)

Q: What is SOP?

A: Service of Process (SOP) is the procedure of delivering legal documents, such as summons, complaints, subpoenas, or other court papers, to a party involved in a legal matter. It ensures that the party is formally notified of the legal action or requirement to respond, allowing for due process in the legal system.

Q: Why is SOP important?

Ensures Due Process: Properly notifying parties about legal actions against them is a fundamental right, allowing them to respond or defend themselves in court.

Establishes Jurisdiction: Courts cannot proceed without the proof that a party was correctly served, meaning the SOP directly affects the court’s authority over the matter.

Provides Legal Protection: Proper service prevents claims of lack of notification and reinforces transparency and fairness in legal proceedings.

Q: What happens if I do not handle a Service of Process properly?

A: Failing to properly handle SOP can lead to:

Legal Complications and Default Judgments: If a party isn’t served correctly, it could delay proceedings, or the court may issue a judgment without the party’s input.

Potential Legal Liability: Ignoring or mishandling SOP can result in sanctions, fines, or penalties, depending on the case's circumstances.

Negative Impact on Business or Reputation: For businesses, not handling SOP can damage relationships with clients, lead to costly legal ramifications, and hurt their reputation in the industry.

Q: How will we receive the SOPs from Traaact?

A: The Traact SOP Team will create a matter with a clear title and description and attach the SOP document to it. The matter will then be assigned to you and/or any team members responsible for addressing it. If no action is taken within two days, the Traact SOP Team will send a reminder via the "Activity" tab in the matter. Should there still be no response within an additional two days, a final reminder email will be issued to ensure timely follow-up

Q: After how many days will we receive the SOP from Traact?

A: The Traact SOP Team will create the SOP matter on the same day the document is received, provided it arrives by 6 PM EST.

🔐 DBAs (Doing Business As)

Q: What is a DBA?

A: DBA stands for Doing Business As. Doing business or conducting business refers to not only the completion of business transactions, but also marketing and/or advertising. An entity may conduct business under its true/legal name, but may also want to conduct business under a DBA or assumed name(s) to further market their goods or services. There is no limit to the number of DBA that an entity may file.

DBAs are also known as:

Assumed Names
Fictitious Names
Fictitious Business Names
Trade Names

Q: What are the types of DBA filings?

Voluntary DBA/assumed name: When an entity wants to conduct business under a name other than their true name, or legal name. The entity is choosing to conduct business under their true name, as well as an alternate, or DBA/assumed name.

Forced DBA/assumed name: When an entity’s true name is not available for use in the state where they are registering to do business, the state will likely require them to select an alternate name that is available for use.

Q: How does a DBA differ from a legal name?

A: The legal, or true, name of an entity is the name under which it’s registered in its home state. If the entity expands to another state where its legal name is already in use, it may need to select an alternate name (DBA) for that state to avoid conflicts with existing entities.

Q: Are DBAs exclusive?

A: Filing a DBA does not grant exclusive rights to the name or prevent others from using it. The DBA filing simply informs the public that the entity is operating under a different name. Only a trademark registration can provide exclusive rights to a name..

Q:Where are DBAs filed?

A: Filing requirements vary by state. Forced DBAs are always filed at the state level, while voluntary DBAs may be filed at either the state, county or even town-level. For example:

California: Forced DBAs at the state level; voluntary DBAs at the county level.

Texas: Both forced and voluntary DBAs are filed at the state level.

Q: Do DBAs expire?

A:Typically, a voluntary DBA/assumed filing will expire 5 to 10 years from the date of filing, and will typically need to be renewed prior to the expiration date.

Q: How long does it take to file for a DBA?

A: The turnaround time for filing of a DBA will depend on the turnaround times for the state or county where filed, but processing times may range from 1 week to 1 month. This timing does not include publication, if required.

Q: Is there anything else I need to do after filing for a DBA?

A: Upon completion of the DBA/assumed name filing, there are 7 states which require publication of the DBA/assumed name in a local newspaper or legal publication for a prescribed amount of time. These states are California, Florida, Georgia, Illinois, Minnesota, Nebraska, and Pennsylvania, and each has specific rules on the timing and duration of the publication requirement.

Q: What are the consequences of not filing for a DBA but using one anyways?

A: Operating under an unregistered assumed name can be considered unlawful in many states. Penalties may include civil or criminal repercussions, and it could impact your ability to enforce contracts or defend your position in legal matters.

📌 UCC Filings and Searches

Q: What is a UCC-1 Filing?

A: UCC stands for Uniform Commercial Code, which can also be referred to as a UCC financing statement and is a set of laws regarding commercial transactions. A UCC-1 filing allows the creditor to notify interested parties that there is a security interest in the debtor’s personal property; the personal property is being used as collateral in a secured transaction. In the event a debtor becomes insolvent and files bankruptcy, the creditor that filed a UCC-1 is considered a secured creditor and receives priority in the recovery of assets compared to an unsecured creditor.

What is a UCC-3 Filing?

A: A UCC-3 filing is a document that amends a previously filed UCC-1 filing and there are several amendment types available that are all done using the UCC-3 form. First, is a continuation filing, which extends the effectiveness of the UCC by an additional 5 years. A continuation can be filed as early as 6 months before the initial expiration date of the UCC-1. Second, type of amendment is a Termination filing, which releases the security interest in the collateral specified in the UCC-1 before the 5-year term has ended. Third, the type of amendment is an Assignment, which transfers the rights of the UCC-1 from one secured party to another. There are partial assignments and full assignments; partial assignments must specify the collateral portion that is being transferred to another secured party. Fourth type of an amendment is a Party Amendment, which allows changes to existing debtor name, and address, or adds or deletes debtor names and addresses. This section of the form also allows for amending a secured party of record, which allows changes, additions or deletions to secured party names and/or secured party addresses as well. Lastly, there is also a Collateral Amendment, which allows the addition, deletion or restatement of collateral used to secure a commercial loan or lease. Generally, the best practice is to file one amendment per UCC-3 form to avoid confusion and indexing issues at the filing jurisdictions.

Q: What is a UCC-5 Filing?

A: Mistakes can happen at time of filing and a UCC-5 is filed by either debtor or secured party to inform interested parties of an inaccurate, wrongful filing or unauthorized filing in public records. Its sole purpose is informative only and has no legal effect nor does it amend any information.

Q: What is a UCC-11 – Information Request (aka UCC Search)?

A: The UCC-11 Information Request form is used to obtain official search results from a filing office’s UCC index. The form can be used to request official records by name, or filing number and the option for the filing jurisdiction to certify its results. It can also be used to request specific copies of filed UCCs.

Q: What are the 2 types of UCC filings?
A:

PMSI Inventory – PMSI stands for Purchase Money Security Interest and is created when a creditor loans money to a debtor to finance the purchase of specific goods and this in turn allows the debtor to grant this creditor a security interest in those specific goods. PMSI creditors are prioritized over third parties who perfected their interests first and it is an exception to the first-in-time rule. Inventory is defined under UCC article 9 as goods that are not farm products and that are (a) leased by a lessor; (b) held for sale or lease or to be furnished under a contract of service; (c) furnished in connection with a service contract; or (d) raw materials, work in process, or used or consumed in a business. This does not include current and future inventory. Equipment or non-inventory is security interest taken on a specific piece of collateral where the debtor retains the equipment (copiers, office equipment, refrigerator, etc.)

PMSI Equipment or Blanket Filing – A blanket filing includes almost any asset a debtor owns such as equipment, inventory, accounts receivable, and intellectual property. A PMSI in inventory or equipment generally takes priority over a UCC blanket lien if it has been perfected within statutory requirements or within the first 20 days of the borrower’s possession of the goods.

Q: Where do you file a UCC?

A: In the state of formation for business entities or state of residence for individual names. For collateral affixed or related to real property, UCCs are to be filed in the County Recorder’s office where the real property is located.

Q:How long does a UCC filing last?

A: A UCC-1 is effective for 5 years and can be continued every 5 years as early as 6 months before its lapse date.

Q: How long does it usually take to file a UCC?

A: Turnaround times vary by jurisdiction and their current volume, however, in electronic filing states it can be filed with evidence available in 24-72 hours. UCCs filed at the county securing collateral related to fixtures can take as long as 2 weeks. Contact your service representative to get a current estimate of processing times at a specific filing office.

Q: Where can I find the UCC forms to use?

A: https://www.iaca.org/secured-transactions/forms-2/

🌎 International Entities

Q: Can Traact be the Registered Agent for my international entities?

A: Yes, Traact has a Global Partner's Networks which can serve as the Registered Agent for your international entities, just as we do for domestic ones. For more information, please reach out to your Account Manager.

Q: Which countries does Traact cover?

A: Traact currently covers 130 countries and all 50 states in the United States including Puerto Rico.

Q: Is the process for switching registered agents for international entities longer?

A: The timeline varies by country, as each has specific documentation and requirements for completing the process. Typically, it can take anywhere from 1 to 5 weeks.

Q: What do I need to provide when switching registered agents?

A: Initially, we will need the following details::

Entity Name
Country & State/Province
Registration Number

Additional requirements may vary depending on the country. Please inform your Account Manager, and they will ensure all the necessary information is prepared for you.

➕ Additional Information

Q: How will I know when my filings are due?

A: The Traact platform identifies filings that are due within the next 30 days, including DBA renewals and annual reports. Having Traact as your Registered Agent means you do not need keep track of the due dates as our filings are automatically taken care of.

Q: What happens if I miss a filing deadline?

A: Missing a filing deadline can lead to penalties, fines, or even administrative dissolution of your business. As your registered agent, we highly monitor due dates to help prevent this.

Q: Can I change the information after submitting a filing?

A: Yes, but amendments may require additional filings or fees. Contact us as soon as possible if changes are needed.

Need Help?

If you have any questions or need assistance with a request, please contact your Customer Success Manager or reach out to the Traact Support team.