Frequently Asked Questions for Persons Attempting to Serve Process
1. If an entity terminates, can its registered agent still be served with process?
Texas law does not specifically address this question; however, the registered agent's obligation is generally to the entity, not to the individual persons operating or owning the entity. Accordingly, it is understood that the registered agent is not obligated to accept service of process for a terminated entity unless the agent is otherwise contractually obligated to do so. Other rules may provide for service of process. For example, Rule 29 of the Texas Rules of Civil Procedure provides that service of process on a terminated corporation may be made on the president, directors, general manager, trustee, assignee, or other persons who were in charge of the corporation at the time it was dissolved.
(If you are an entity’s registered agent, you may wish to consult your private attorney or contract with the represented entity regarding your particular obligations.)
2. Under what circumstances can I serve an entity through the Office of the Secretary of State?
The Secretary of State may be appointed or deemed to have been appointed as the statutory agent for service of process for a person under certain circumstances. These circumstances are specifically established by various provisions of Texas law. For example, section 5.251 of the BOC sets forth the instances where the Secretary of State is an agent of an entity for purposes of service of process, notice, or demand as follows:
- A Texas filing entity may be served through the Secretary of State if
- the entity fails to appoint or maintain a registered agent; or
- the entity’s registered agent cannot with reasonable diligence be found at the registered office.
- A foreign filing entity may be served through the Secretary of State if
- the entity fails to appoint or maintain a registered agent;
- the entity’s registered agent cannot with reasonable diligence be found at the registered office;
- the entity’s registration is revoked; or
- the entity transacts business in Texas without being registered as required by Chapter 9 of the Texas Business Organizations Code.
To learn more about effecting service of process on the Office of the Secretary of State, including references to other statutory provisions, please visit our Service of Process Information page.
3. I have tried to serve the registered agent on file with the Secretary of State, but have been unsuccessful. What can I do?
Service on the Secretary of State, discussed above in FAQ #2 may be an option. Additionally, section 5.255 of the BOC provides the following for the purpose of service or process, notice, or demand:
- The president and each vice president of a corporation is an agent of that corporation;
- Each general partner of a limited partnership and each partner of a general partnership is an agent of that partnership;
- Each manager of a manager-managed limited liability company and each member of a member-managed limited liability company is an agent of that limited liability company;
- Each person who is a governing person of a domestic or foreign entity, other than a corporation, partnership, or limited liability company, is an agent of that entity; and
- Each member of a committee of a nonprofit corporation authorized to perform the chief executive function of the corporation is an agent of that corporation.
