When setting up a company, whether it is an LLC, corporation, non-stock corporation, or any of the other options, we always need to include the identity of the company’s registered agent in the Articles of Incorporation and Annual Report and update that information if it ever changes. Each company (again no matter what kind or if created inside or outside of Wisconsin) that is authorized to transact business in the state must “continuously maintain” a registered office and registered agent within the state of Wisconsin. The registered office may, but isn’t required to, be the same as any of its places of business.
But what is this not so secret agent? Does it have powers? Can it knock people out with its charm? Direct someone to be invisible in a crowd? Or perhaps suspend people in mid-air to get a briefcase? The answer is, of course, that it can do all of that in Hollywood, and probably none of that here in Wisconsin. And certainly none of that is required of a registered agent here.
Instead, a registered agent is the entity that is the company’s agent for service of process. So when the company gets sued, the registered agent is the one who gets served. The registered agent also gets the blue post card from the Wisconsin Department of Financial Institutions for the Notice of Annual Report Filing Requirements as well as other official communications on behalf of the company. And, of course, junk mail.
What does an entity have to be in order to qualify for these very special abilities? The registered office must be an actual physical location with a street address. That’s right, they have to actually be in a real live place in Wisconsin and not solely an e-mail address, post office box, mailbox service, or telephone answering service.
Instead, the registered agent shall be any of the following:
(1) A natural person who resides in this state and whose business office is identical with the registered office.
(2) A domestic corporation, a nonstock corporation, a limited partnership, a limited liability partnership, or a limited liability company, incorporated or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.
(3) A foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to transact business in this state, whose business office is identical with the registered office.
In other words, it is an entity that has an actual real-live, not virtual, presence in the state. A company can change its registered agent by noting the change on the Annual Report or filing the correct paper work (including fee) with the Wisconsin Department of Financial Institutions. A registered agent can withdraw from being one for a company, and it is the entity that will receive important (and some not so important) documents regarding the company so it is important to keep this up-to-date with the Wisconsin Department of Financial Institutions.