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Mind Your State Registration

September 7, 2022

Marie J. Ignozzi

We are often reminded to update certain aspects of our personal lives like resumes, beneficiaries for insurance and retirement accounts, and social media profiles. Companies have profiles that require updating, too. A good practice for businesses would be to periodically review and update your company’s state registration. In Maryland, that would be with the Maryland State Department of Assessments and Taxation, most often referred to as “SDAT.” In Virginia, companies register with the Virginia Secretary of State through the State Corporation Commission or “SCC.” Washington, D.C., requires registration with the Office of Corporate Registrar for the District of Columbia.

In Maryland, all businesses, including corporations, limited liability companies, and non-profit organizations, must register their principal office and the name and address of the Resident Agent with SDAT. The Resident Agent must be a person who is able to accept service of a court summons on behalf of the company. Most often, the Resident Agent is an officer or director, manager, or the company’s corporate counsel, but it can be any person over the age of 18 who is authorized to accept service.  

Business ownership or management can change hands, a company can relocate, or the prior Resident Agent might move causing the registration to, inadvertently, go stale. Stale registrations could cause a corporate defendant not to receive proper notice of a claim. In litigation, lack of notice of a lawsuit puts a company at risk for a default judgment which can be problematic when insurance might cover a loss as most commercial general liability policies have a provision allowing the insurance company to deny coverage if a default judgment is entered against the insured entity. This means that not timely updating your company’s registration information puts your business at risk to possibly miss out on available insurance to pay a claim.

Since the COVID-19 pandemic, when companies elected to move to hybrid or full-remote status, coupled with the recent “Great Resignation” that led to turnover and management changes within organizations, now is the perfect time to review your company’s state registration and update it where appropriate. Marie Ignozzi, mignozzi@rkwlawgroup.com, and the Corporate & Business attorneys at RKW, LLC are available to help you navigate this process.

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