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Frequently Asked Questions

Registered Agent FAQ

What is a registered agent?
State law generally requires corporations, limited liability companies, limited partnerships, and various other types of business entities to register with the state (usually the Office of the Secretary of State) in order to conduct business in that jurisdiction. State law also requires all registered entities to maintain a registered agent and registered office in the state as a matter of public record. Legal notices and state correspondence for the business entity are delivered to the registered agent at the registered office address.
Why do I need a registered agent?
If an entity fails to maintain a registered agent, the state may have statutory authority to revoke the entity’s authorization to conduct business in that state.
What does a registered agent do?
The agent is responsible for receiving service of process and state correspondence on behalf of the entity. The registered agent maintains contact information for the business entity and promptly forwards any service of process or state correspondence received by it to such contacts.
What if I add units?
Because your annual fee per representation unit decreases as you advance to the next unit/rate range, it is important that you advise Capitol Services about all existing or new units. Any changes to your annual rate based upon an increase or decrease in the number of units will be made upon your annual renewal date.
How do I change agent to Capitol Services?
If an individual or another entity currently serves as your registered agent and you would like to change to Capitol Services, please contact us at 800-345-4647 or info@capitolservices.com. We will prepare the appropriate documents for filing with the state and absorb the cost of any state filing fees associated with changing your designated registered agent to Capitol Services.
How do I name Capitol Services as registered agent for a new entity?
If you designate Capitol Services as your registered agent in your formation documents filed with the state, you will need to send us a copy of the filed documents for our records. Upon receipt of the documents, we will create an account for your entity and send you a Notice of Registered Agent Terms and Conditions, a Client Contact Information sheet, and an invoice for our service fee. If you would like assistance with filing your formation documents, please contact our Corporate Filings department at 800-345-4647.
If my entity is revoked by the state does that terminate our registered agent service?
No. Capitol Services will continue to provide registered agent service for your entity until either you or Capitol Services terminate such service by providing thirty (30) days written notice of termination to the other party. See the Notice of Registered Agent Terms and Conditions for more detailed information regarding termination of the registered agent relationship.
To Whom Will Capitol Services Send My Correspondence?
Capitol Services maintains three types of contacts for each entity that it represents: (i) a service of process contact; (ii) a tax notices and official state communications contact; and (iii) a billing contact.
What are the Responsibilities of a Service of Process Contact?
Service of process documents (such as lawsuits and other legal correspondence) are forwarded to the Service of Process contact via e-mail and Federal Express.
What are the Responsibilities of a Tax Notices Contact?

Considered to be the authorized communications contact and/or custodian of records, official notices from the state (such as annual reports and tax notices) are forwarded to the tax contact via regular mail (e-mail notification is also available upon request).

Under the laws of many states, the communications contact and/or custodian of records are considered to be a liaison with the entity. In Delaware and several other states, certain entities are required by statute to provide their registered agent the name, business address, and business telephone number of a natural person designated as the “communications contact” for the entity. In other states, like Nevada, certain entities are required to provide their registered agent with the name, business address, and business telephone number of a natural person designated as the entity’s custodian of records. The laws also require the entities to keep this information updated. If an entity fails to provide this information, the registered agent may resign.

Additionally, Delaware now requires limited liability companies and limited partnerships to maintain a current record of the name and address of each member, manager, or partner. Upon receipt of a request by the “communications contact,” limited liability companies and limited partnerships are required to provide the name, business address, and business telephone number of a natural person who has access to a current record that identifies the name and last known business, residence, or mailing address of each member, manager, or partner.

What are the Responsibilities of a Billing Contact?
The annual renewal invoice for registered agent services will be directed to the Billing contact.
How Can I Change My Contact Information?
You can update your entity’s contact information by sending an email to regagent@capitolservices.com or by calling (800) 345-4647 and asking to speak to the Registered Agent Department. You can also change the information online through our user-friendly client portal. You can obtain a User ID and Password by clicking here.

Corporate FAQ

What constitutes "doing business" in a state?
That is a question defined by statute in each state and is best answered by an attorney. Capitol Services cannot provide legal advice.
Can a Certificate of Good Standing be issued by a state even if taxes are unpaid?
Yes, in some states "Good Standing" does not refer to payment of taxes, just to the filing of required periodic reports and/or annual fees. State departments of tax and/or revenue are often not involved in the determination of or issuance of Certificates of Good Standing.
What happened to the blue and gold Certificates that Delaware used to issue? Now all I get is an attachment to an email that prints in black and white.
As of July 2006, the Delaware Secretary of State has only issued black & white certificates in electronic format – no more paper, no more color. These documents are completely acceptable as attachment to filings submitted to other jurisdictions.
What does expedited service in Delaware cost and how expedited is it?
There are several levels of expedited service in Delaware, from one-hour service at an additional state fee of $1,000 to 24-hour service at an additional state fee of $50 to $100. Please contact your Capitol Services client service representative for details.
Does Capitol Services also charge an expedite fee for expedited service?
We do not – we treat every order in the most expeditious manner possible at no additional charge.
What is Publication?
Some states require that a notice or announcement of certain business transactions be published in a newspaper after filing. These transactions typically are formation or qualification, but some states also require publication after the filing of trade or fictitious names.
Which states have publication requirements?
Arizona, California, Florida, Georgia, Minnesota, Nebraska, Nevada, New York, and Pennsylvania – applicable to different types of transactions.
What is the difference between Apostille, Authentication, and Legalization?

a. Apostille refers to a certification authorized under Convention 12 of the Hague which allows a government office (for example, the Texas Secretary of State) to recognize a document for use in a foreign country without certification from either the US State Department or the country’s embassy or consulate. This option is only available to countries which are part of the Hague Convention.

b. Authentication is the process by which the US State Department certifies the signature or seal of another US government agency (for example, the Delaware Secretary of State) on a document for use in a foreign country.

c. Legalization is the certification of the signature or seal of a US government agency by a foreign embassy or consulate on a document for use in a foreign country.

Uniform Commercial Code FAQ

Where do I file and search for UCCs related to personal property if the debtor is a registered organization or an individual?
Since July 2001, the central filing office of the state of formation is the proper place to file and search for financing statements against a debtor that is an organization. The central filing office of the state where the debtor resides is the proper place to file and search for financing statements against a debtor who is an individual.
How long will my search take?
It depends on the jurisdiction in which you are searching. Some search results may be returned as quickly as a few hours, while others may take up to 10 business days. Your Capitol Services representative will be glad to provide an estimate for your specific search.
Do you offer 3rd party database searches?
Capitol Services does not maintain copies of filing office UCC databases. Based on availability, we conduct our searches using filing office records and filing office standard search logic or methods so that your search results will be the most current and accurate.

Upon client request but highly recommended for due diligence purposes, Capitol Services provides 3rd party database searches that utilize a more inclusive search logic useful for the discovery of filings under debtor name variations.
Where do I search for Federal Tax Liens?
Federal Liens of all kinds – whether issued by taxing authorities such as the IRS or by non-taxing authorities such as the EPA – are filed within various registries in each state. In some states they are available from the same central filing office as UCCs, while in other states they are only recorded at the local (county or city) level. There is no central registry for Federal Liens; each index must be searched separately.
Does Capitol Services offer UCC filing services in addition to search services?
Yes, we do. You may send us UCC financing statements via email, fax, regular mail, or Federal Express. We also offer an online UCC preparation and filing system, our UCC Filing Manager and access to it is included at no charge in our suite of online services. UCC Filing Manager allows you to maintain libraries of commonly used debtors, secured parties, and collateral descriptions (additional collateral documents may be uploaded from your computer and attached); filings are transmitted to us electronically, and we transmit and subsequently store acknowledgement copies electronically after filing.
If I filed an amendment and referenced the wrong original financing statement number can I retract it?
Once accepted and recorded by the filing office, filings cannot be retracted. However, in most jurisdictions you can file a UCC-5 Information Statement and state that the amendment referred to the incorrect financing statement number.