Registered agent terms

1. About these terms

These terms apply to registered agent service you order through Firmlane, in addition to our terms of service. If these terms conflict with the terms of service on a registered agent matter, these terms apply.

Registered agent service is provided by Firmlane, 47 W 13th St, New York, NY 10011 or by a registered agent provider with a physical address in your company's state. The agent's name and address appear on your company's state filing and in your account.

2. What a registered agent does

US states generally require every company to name a registered agent with a physical address in each state where the company is formed or registered to do business. The registered agent receives legal papers and official notices on the company's behalf, so that the company can be reliably reached.

3. What the service includes

• A physical street address in your company's state where the agent is available during normal business hours to receive documents.
• Receiving service of process, meaning legal papers such as a lawsuit delivered to your company.
• Receiving official correspondence from the state for your company, such as annual report notices.
• Notifying you by email when we receive a document for your company, and uploading a scan of it to your Firmlane account. We aim to do this within 1 business day.
• Keeping a record of the documents we receive for your company.

We keep physical originals for 30 days and then shred them securely, unless you ask us to forward them before then.

4. What the service does not include

• Legal advice, or responding to a lawsuit or notice on your behalf. If you receive legal papers, consider contacting an attorney promptly.
• A general business address or handling of everyday mail. That is a separate business address service.
• Preparing or filing annual reports. That is part of our separate compliance service.
• Keeping your company in good standing, which remains your responsibility.

5. First year and renewal

• On eligible formation orders, the first year of registered agent service is included, with no separate charge for that year. Whether your order is eligible is shown before you pay.
• The renewal price and interval are shown upfront, before you order, and in your account.
• Renewal is charged only if you gave explicit consent to automatic renewal. We record when you gave it, and we send a reminder before the renewal date.
• You can cancel any time before the renewal date from your account or by contacting support.
• If the service is not renewed, it ends at the end of the current period. Section 8 explains what happens next.

6. Your responsibilities

• Keep the email address, phone number and mailing address in your account current, so that we can reach you.
• Read our notifications and act on documents promptly. Legal papers often have strict deadlines, and missing one can lead to a default judgment against your company.
• Tell us if your company changes its name, merges, converts, dissolves or appoints a different registered agent.
• Pay renewal charges if you choose to keep the service.
• Do not use the registered agent address as your company's principal office or general mailing address, unless we have agreed to it, for example as part of a business address service.
• Use the service only for your own company and for lawful purposes.

7. Resignation by the registered agent

The registered agent may resign as your company's agent as state law allows, for example if a renewal is not paid, if we cannot reach you, if you breach these terms or our terms of service, or if the law requires it. We will notify you before resigning, giving at least 30 days' notice, or longer if state law requires it.

If the agent resigns, you must appoint a new registered agent and file the change with the state, usually within a period set by state law. A company without a registered agent may be fined, lose its good standing or be dissolved by the state, and it may not receive notice of lawsuits.

8. When the service ends

The service ends when you cancel and the current period ends, when it is not renewed, when the agent resigns, or when your company is dissolved.

When the service ends:

• the agent may notify the state that it is no longer your company's registered agent, as state law allows or requires;
• you must appoint a new registered agent and file a change of registered agent with the state, which may charge a fee for it; and
• until the state records the change, documents may still be delivered to the agent's address. If we still receive documents for your company after the service ends, we will try to let you know using the email on your account, and we keep them for 30 days before they are destroyed.

9. Limitation of liability

This section is a draft and will be reviewed by counsel. To the extent the law allows:

• the agent and Firmlane are not liable for the consequences of a document not reaching you because your contact details were out of date, because the sender delivered it incorrectly or to another address, or because you did not act on a notification we sent;
• the agent and Firmlane are not liable for indirect or consequential losses, such as lost profits or lost business; and
• the total liability of the agent and Firmlane relating to registered agent service for a company is limited to the greater of (a) the registered agent fees paid for that company in the 12 months before the claim, and (b) 100 US dollars.

Nothing in these terms limits liability for fraud, gross negligence or willful misconduct, or any other liability that cannot be limited by law.

10. Privacy

Documents we receive for your company may contain personal information. We store scans privately in your account and handle them as described in our privacy policy.

11. Changes to these terms

We may update these terms. We will change the "Last updated" date at the top of this page and, for material changes, notify you by email or in your account before they take effect. If you do not agree, you can cancel before your next renewal.

12. Contact

Email [email protected] (opens in a new tab) or use our contact page.

Operator: Firmlane, 47 W 13th St, New York, NY 10011