Registered Agent Questions

Mike,

You can probably choose any person or entity as a Registered Agent. You probably would have to file a change with the State, and possibly with lesser gov't operations such as a County or Municipality. Check your docs, probably CCRs, as to where they were initially filed.

In Michigan, we just have to contact the Dept. that handles corporations. Ask for the correct form, usually a change to the Annual Report filed with the state.

I also have a question about registered agents. In FL HOAs file an annual report with the state no later than April, every year. It shows any change in names to the BOD. The owner of our property mgmt. co is our RA, and she filed the mandatory report this past April with names of current board members. She literally took this information at face value since Minutes of annual meetings are non existent. Would you say our registered agent failed to do proper due diligence ????

Robert, here in FL is not unusual for the PM or head of the prop. mgmt. co to be the registered agent for the corporation (HOA), and annual reports must be filed each year with the state. Board members come and go but HOAs don't keep switching property mgmt. companies.

All corps. in FL must file every year, whether C corps, S corps, or Not-for profit. I had an S corp at one time and did just that plus paid a fee. If you don't pay the fee, the state considers your corp. inactive. I don't think Not-for-profits pay the annual fee. In addition to updating the names of officers you can also change the name of registered agent when filing, which is what happened with our HOA since this particular prop. mgmt. co. took over in May.

Susanna,
I agree there may have to be a filing each year. I do believe I read recently that non-corps in SC are not required to file each year and I don't believe there is a charge involved, but I could be off on this. I do not recall reading anything in our documents stating that the registered agent has to be the one to file. Our manager usually files I believe. But our docs say Board Secretary is the Agent for reasons stated. You have to admit the relationship between the association and a M/C can be difficult and court case evolve. If your HOA wanted to sue the M/C, who in the M/C would receive the filing? If the M/C wanted to sue to HOA who would receive the filing.

Also I am not sure how specific all this has to be followed, but our docs say Secretary is automaticaly the one to receive papers. And since in our history we would not be likely to have added this clause as it was never registered in the court house as an amendment, I would assume it came over in transition.

Mike,

One of the issues you mentioned in your OP was:

>>>Anyway, Im trying to get things working again and take control back from the management firm in preparation for firing them when our contract expires next December.<<<

Have you seen the contract? Often, these contain an opt-out clause. Ours with our former PM called for 90 days notice.

Mife,
I think you have reached the right desision, build your support in the coming year little by little and make ready to be running when you do take over next year.
I can't argue with your lawyers advice so accepting what he says and no malice toward him, if he is a holdover from the developer give him an evaluation also. Jus good business. Keep in touch here I am sure you are going to have some mountains to climb in the next year, it will be hard but worth the effort.

Mike,

Have you checked TX HOA statutes? Sometimes there is a law allowing the HOA to terminate a contract, with no penalty, if that contract was negotiated by the developer. Also, this provision is sometimes contained in the assn gov. docs.

Mike,
I am not sure that you received a complete answer to your questions, so here is my take:

1. The Articles of Incorporation specify the initial registered agent - it may or may not have been changed since then.

2. In any event, the Board should appoint its own registered agent, to make sure that it gets notice of any lawsuits ot official notices that may be served on the registered agent. (The prior agent may not pass on any lawsuits ro notices that he/she may receive, especially if the plaintiff ifs the developer).

3. Any person or entity authorized to do business in Texas can be appointed to serve as RA. If the new Board has retained an attorney, it may be that attorney, it may be a board member or you can employ a professional registered agent service - search for Texas registereda agent services, or the like. (I found several that wcharge in the range of $50 - $100 a year). An attorney will likely charge more. If you choose a board member, you need to remember to change the RA if that person no longer serves on the board.

4. The Board must adopt a resolution changing the RA.

5. The HOA would then sign a form changing the RA and file it with the Txeas Secretary of State The form can be downloaded from http://www.sos.state.tx.us/corp/forms.shtml. There is a filing fee of $5 if the HOA is a non-profit corporation, or $15 if not.

Hope that helps.

I'm in Florida and am of the opinion that, in these times especially, the registered agent should be the association's attorney and NOT the management company. We haven't had anything delivered to our registered agent that hasn't required forwarding to our attorney and have learned the hard way that time is of the essence in dealing with issues that have been sent to our registered agent.