Registered Agent Terms
NOTICE OF REGISTERED AGENT
TERMS AND CONDITIONS
NOTICE OF REGISTERED AGENT TERMS AND CONDITIONS
Capitol Corporate Services, Inc., Capitol Services, Inc., or Capitol Document Services, Inc. (collectively “CCS”) agrees to serve as registered agent and to provide a registered office for the entity or entities identified on the customer’s account (the “Customer”) subject to the provisions contained in this Notice of Terms and Conditions (“Notice”). By paying any invoice from CCS or continuing to use CCS’s registered agent services, the Customer agrees to be bound by the terms of this Notice.
Services. (a) CCS agrees to act as registered agent and provide a registered office (or the statutory equivalent) for the purpose of receiving legal service of process and official state correspondence. CCS does not agree to serve as the principal, business or mailing address for the customer and is not responsible for forwarding items not received in its role as the registered agent. (b) With respect to any items received by CCS in its role as registered agent, CCS will use commercially reasonable efforts to notify the customer of CCS’s receipt of such item(s) and forward such item(s) to the customer within two (2) business days of receipt, all in accordance with the contact information provided on the Registered Agent Client Contact Information form (or in accordance with the contact information as updated pursuant to the terms of this Notice).
(b-1) Customer acknowledges and agrees that CCS may fulfill its forwarding obligations under subsection (b) by electronic means, including without limitation email notification with a hyperlink to a secure document portal or electronic transmission of document images. Electronic forwarding to the email address or other electronic contact designated by the customer on the Registered Agent Client Contact Information form (as updated from time to time pursuant to this Notice) shall constitute delivery of the forwarded item(s) to the customer, regardless of whether the customer accesses, opens, downloads, or otherwise retrieves the forwarded item(s). Customer is solely responsible for monitoring the designated email address and ensuring it remains active and capable of receiving electronic communications from CCS. CCS shall have no obligation to forward items by physical mail or any other non-electronic method unless required by applicable law. Where items received by CCS in its role as registered agent include checks, compact discs, or other physical materials that cannot be reproduced electronically, CCS will forward such items to the customer via a nationally recognized trackable courier selected at CCS’s discretion.
(b-2) Following electronic forwarding of any item received by CCS in its role as registered agent, CCS will retain the physical original of such item for a period of ninety (90) calendar days from the date of electronic forwarding. During such retention period, the customer may request that CCS forward the physical original by submitting a written request to CCS, and CCS will forward the original to the customer via a nationally recognized trackable courier selected at CCS’s discretion. Upon expiration of the ninety (90) day retention period, CCS may, in its sole discretion, retain, destroy, or otherwise dispose of the physical original without prior notice to the customer. CCS shall have no obligation to retain physical originals beyond the ninety (90) day retention period or to make physical originals available to the customer for inspection or pickup. The customer acknowledges that, following expiration of the retention period, the electronically forwarded copy of any item shall serve as the customer’s sole record thereof.
(b-3) To the extent CCS makes forwarded items available through an electronic document portal, the customer is solely responsible for downloading and retaining copies of all forwarded items upon receipt of notification from CCS. CCS will maintain forwarded items on the portal in accordance with its then-current data retention policies; however, CCS does not guarantee uninterrupted access to the portal and may modify, suspend, or discontinue portal access upon reasonable notice to the customer. CCS shall not be liable for any loss or damage resulting from the customer’s failure to download or retain copies of forwarded items, from any interruption in portal availability, or from the removal of items from the portal in accordance with CCS’s data retention policies.
(b-4) CCS makes reasonable efforts to provide complete and legible electronic reproductions of documents received in its role as registered agent. Notwithstanding such efforts, CCS does not warrant or guarantee the accuracy, legibility, image quality, or completeness of any item forwarded by electronic means. The customer acknowledges that electronically forwarded items are reproductions of physical documents and that variations in quality may occur as a result of the scanning, imaging, or electronic transmission process, or as a result of the condition of the original document as received by CCS. CCS shall not be liable for any loss or damage arising from any deficiency in the quality or completeness of electronically forwarded items, provided CCS has used reasonable efforts in the reproduction process.
(c) CCS shall have no responsibility for the receipt or non-receipt by customer of items which are forwarded (including, without limitation, service of process), whether forwarded by physical or electronic means. Without limiting the foregoing, CCS shall not be responsible for any failure of delivery resulting from, among other things, spam or junk mail filtering, full or inactive email accounts, internet service interruptions, incorrect or outdated contact information, or the customer’s failure to access forwarded items. Without limiting CCS’s obligations under subsection (b), CCS shall not be liable for any delay or failure in electronic forwarding resulting from system outages, server failures, software malfunctions, scheduled or unscheduled maintenance, or any other disruption to CCS’s electronic systems or the systems of any third-party service provider utilized by CCS in connection with electronic forwarding. If such items should be returned to CCS for any reason, CCS will make reasonable efforts to re-forward them to the customer by electronic means. If re-forwarding is not successful, CCS may, in its sole discretion, return them to the sender by first-class mail or dispose of them, and CCS shall have no further responsibility with respect to such items.
(d) Upon a change in the registered office location in any state, CCS shall file the appropriate documents with the registry where a public record of the registered agent is maintained in order to update the registered office address for all entities for which CCS has been made aware of its appointment as the registered agent and that are active and in good standing. CCS shall have no obligation to update the address for entities that are dissolved, withdrawn or in bad standing. In addition, CCS shall have no obligation to update the address in any other jurisdiction or capacity in which it may have been listed.
Fees. (a) The customer agrees to pay CCS an annual fee in advance in consideration of the services provided by CCS hereunder. The annual fee includes forwarding two (2) services of process per unit of representation on the account. Such annual fee may be increased by CCS in its sole discretion, with any increase effective as of the customer’s next annual billing cycle.
(b) In addition to the annual fee described above, CCS will invoice the customer for excess service of process received by CCS as registered agent hereunder.
(c) The customer will not be entitled to any proration or refund of fees paid to CCS. If CCS receives payment after the termination of services, CCS will accept the payment as compensation for account setup, state fees absorbed for an appointment, performance of service for any months prior to termination, and inactivating the representation on the customer’s account.
Term; Termination. CCS’s obligation to serve as registered agent and the customer’s obligation to pay for such service will continue in effect until terminated by either party, either with or without cause, upon written notice to the other party. Upon such termination, CCS will have the option to file for resignation as registered agent with the registry where a public record of the registered agent is maintained. Regardless of whether or not CCS files a statement of resignation, CCS shall have no further obligations as registered agent after the effective date of termination, including no further obligation to receive or forward items which are served upon it as registered agent. CCS may invoice the customer for any filing fees incurred by CCS in filing statements of resignation with the registry where a public record of the registered agent is maintained.
Limitation of Liability. ALL SERVICES PROVIDED BY CCS UNDER THIS NOTICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. This Limitation of Liability sets forth the full extent of CCS’s liability hereunder for any claim against CCS and sets forth the customer’s sole remedy. The customer acknowledges that the fees for services provided hereunder reflect the allocation of risk as set forth in this Limitation of Liability. CCS shall not under any circumstances be responsible or liable to the customer or any third party for any claims of indirect, special, incidental, or consequential damages, such as, but not limited to, lost profits, injury to goodwill, or other economic loss arising out of or relating directly or indirectly to performance of the services or for punitive damages or specific performance. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, THE MAXIMUM LIABILITY OF CCS (IRRESPECTIVE OF WHETHER CCS MAY HAVE BEEN OR MAY BE ALLEGED TO HAVE BEEN NEGLIGENT OR OTHERWISE LEGALLY AT FAULT AND IRRESPECTIVE OF INSURANCE COVERAGE MAINTAINED BY EITHER PARTY) SHALL IN NO EVENT EXCEED THE PAYMENT, IF ANY, RECEIVED BY CCS FOR THE SPECIFIC SERVICES WHICH ARE THE SUBJECT OF THE CLAIM OR DISPUTE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING FROM CCS’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Indemnification. The customer agrees to indemnify, hold harmless and defend CCS from and against any and all claims, damages, liabilities and causes of action (including reasonable attorneys’ fees and costs) imposed upon, incurred by or asserted against CCS in connection with any third-party claims, lawsuits, actions, demands or judgments involving CCS arising out of or relating to CCS’s appointment as the customer’s registered agent, except to the extent such claims arise from CCS’s gross negligence or willful misconduct.
Data Security. CCS will use commercially reasonable administrative, technical, and physical safeguards to protect customer documents and information maintained in CCS’s electronic systems and document portal from unauthorized access, disclosure, or destruction. CCS does not, however, warrant or guarantee the security of any electronic transmission, system, or portal, and shall not be liable for any unauthorized access to, disclosure of, or loss of customer documents or information resulting from (a) cyberattack, hacking, malware, ransomware, or other malicious activity by third parties; (b) interception of electronic communications during transmission; (c) vulnerabilities in third-party software, systems, or infrastructure utilized by CCS; (d) the customer’s failure to maintain the security of its own systems, email accounts, or access credentials; or (e) any other cause beyond CCS’s reasonable control. In the event CCS becomes aware of a security incident that has resulted in unauthorized access to or disclosure of customer documents, CCS will notify the affected customer within a commercially reasonable time. CCS’s sole obligation and the customer’s sole remedy with respect to any security incident shall be limited to such notification, and all other liability of CCS with respect to any security incident shall be subject to the Limitation of Liability set forth in this Notice.
Miscellaneous. The customer shall be responsible for listing the correct name and address for CCS on the filing wherein CCS is appointed as the registered agent. To ensure that CCS can perform its duties as registered agent, the customer must notify CCS of its appointment as well as provide contact information for the entity (including an authorized communications contact and/or custodian of records) by completing and returning the Registered Agent Client Contact Information form. Further, the customer is required to notify CCS regarding any subsequent change of address or other changes to contact information. No change to any information will be effective unless and until CCS is provided written notice of such change. The terms of this Notice may be amended by CCS in its sole discretion and an updated version will be posted on CCS’s website as well as provided to the customer at the time of the next annual billing. The customer’s continued use of CCS’s services following the effective date of any amendment shall constitute the customer’s acceptance of the amended terms. This Notice shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. This Notice supersedes all prior agreements and is the only agreement between the customer and CCS, either oral or in writing, relating to the provision of the services. If any provision of this Notice or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of any of the other provisions and applications therein shall not in any way be affected or impaired. This Notice shall be governed by, construed under, and interpreted in accordance with the laws of the State of Texas, excluding choice of law or conflicts of law principles that direct the application of the laws of a different state. The customer agrees to submit to the exclusive jurisdiction of the courts located in the State of Texas for resolution of all disputes arising from or related to this Notice.
September 2026