Model Registered Agents Act Study Group

Gina Jacobs
Watkins Ludlam Winter & Stennis, P.A.

The Model Registered Agents Act Study Group was originally formed as a joint group of the 2008 Corporations Laws Study Group, the 2008 Charities and Nonprofits Laws Study Group and the 2008 LLC and Partnership Laws Study Group. In 2009 it was organized as a separate free standing study group.

his Group has recommended the adoption of the Model Registered Agents Act in Mississippi. This Act was introduced as a bill during the 2010 legislative session and will be reintroduced during the 2010 legislative session. A link to a copy of this bill will be posted on this page when it becomes available.

Below is an explanation of MORAA:

All business entities that are required to register to do business in a state have the opportunity to register with that state a person or company to act as their registered agent for service of process. In many states, the requirements for establishing and changing a registered agent differ greatly from one type of business entity to another.

The goal of the Model Registered Agents Act (the “Model Act”), promulgated by the Uniform Law Commission, is to change all of a state’s business entity statutes to create one uniform body of law that would govern the registered agent processes for all types of business entities. Model Act Provisions.

In addition to creating a single law that applies to all registered agents for all business entities, the Model Act creates a new type of registered agent called a “commercial agent.” A commercial agent is a large, usually nationwide business whose purpose is to receive and deliver service of process and any filings or notices for various and sundry business entities. This type of agent differs from the definition of “registered agent” under Mississippi laws.

Noncommercial agents are either an individual or a business that serves as the agent for service of process. An entity may appoint either a commercial registered agent or a noncommercial registered agent.

The Act also requires the Secretary of State’s Office to maintain a daily list of new commercial and non-commercial registered agent filings for fourteen (14) days. The Model Act also governs procedures for appointing and changing a registered agent, changing the name and address of a registered agent, filing as a commercial agent, terminating a commercial agent, resigning as a commercial agent, and serving process on a business entity. It also contains provisions addressing the duties of a registered agent, legislative intent, personal jurisdiction, and the federal ESIGN act. These procedures are uniform for each type of business entity.

Copy of proposed Mississippi Registered Agents Act

Model Registered Agents Act (MoRAA) Study Group Meeting #1 (June 23, 2009)