For all manner of organisations both within and outside the UK, there will undoubtedly be a need to get to grips with a wide range of different requirements, functions and terms so that they can ensure compliance with various legal and/or contractual obligations.
One such function is that of the process agent, which can be a source of confusion for some organisations, not least given the many different terms that can be used in reference to what is essentially the same role.
You might have come across mentions of “process agent”, “agent for service of process”, or “resident agent”, which all refer to basically the same thing.
Within the UK, a “process agent” may also be called a “registered agent”. In both cases, the “agent” is someone who accepts service of notices, proceedings or documents on behalf of their overseas clients.
This arrangement helps to ensure that in the event of a dispute between two parties based in different jurisdictions, it will be possible for papers to be correctly served via the defendant’s process agent, instead of the claimant needing to attempt to serve those papers abroad – the latter an often complicated and lengthy process.
So if, for instance, you are a non-UK business looking to raise a loan from a UK institution, the lending party will almost certainly demand that you appoint a UK-based process agent, to facilitate the means of redress in the event of you defaulting on the loan.
So, would a process agent and a registered agent be exactly the same role?
This is where matters can become slightly more complicated. Although within the UK, a “process agent” and a “registered agent” can be taken to be essentially the same thing, this is not necessarily the case in other parts of the world.
In the United States, for example, while a process agent and a registered agent can both be considered an agent for service of process, a registered agent may be appointed by a company that is forming a business in another jurisdiction or looking to do business in that jurisdiction, and it is a role that is more public than that of a process agent.
Most US states require the name and contact information of a registered agent to be included in the business’s formation documents. This means a given company’s registered agent will be a publicly listed entity.
The role of a registered agent in this context, then, would be as a designated person to receive service of process and other official documents on behalf of a registered business entity such as a limited liability company or corporation. The registered agent would then be responsible for informing a member of the business (usually a contact named in the process agency agreement) or the corporate secretary, the director or governance officer – of the documents having been received.
It might seem a subtle difference between a process agent and a registered agent, but in summary, a registered agent is appointed in public documents for entity formation, whereas a process agent is appointed in private contracts.
And whereas a loan agreement is a typical example of when a process agent might be required, in the US, a registered agent would be needed for the purposes of public record filing with the Secretary of State (SOS), or whatever the equivalent office would be in other jurisdictions.
In the UK, there is a need for a company being formed to have a registered office in the country of incorporation; however, this is not a direct equivalent to the registered agent role in the US.
If you have been a party to a contract requiring the appointment of a process agent in the UK, why not make London Registers your agent for service of process?
Hopefully, the above has helped make clear that whether you are in need of a process agent or a registered agent, it can be a crucial role for someone to occupy on your organisation’s behalf.
To learn more about our own process agency service or any of the other ways in which we can assist with your organisation’s day-to-day governance and compliance needs, please feel free to contact our team by phone or email.