Legal Question in Business Law in California
I served a letter of resignation to all both board members (who are also both the only shareholders) of my termination as resident agent for a California corporation mid December 2015. In February 2017, I was served with a lawsuit by one of two principal shareholders. In the summons, the one shareholder sues the corporation, sues the other shareholder and sues me. At the time of resignation, I did not file a Form RA-100 with the California Secretary of State (SOS). Someone from the corporation did file a Statement of Information with the Secretary of State and did not change or substitute anyone else as the corporation's resident agent. Do I still have a legal responsibility to serve the other shareholder? Can I absolve myself of that responsibility by either quickly filing Form RA-100, or am I already absolved? Would I qualify for relief by filing with the SOS that I was wrongfully kept on after resignation?
2 Answers from Attorneys
Until the information is changed with the Secretary of State, the person named in the official paperwork is the designated agent for service.
It is always best to be safe rather than sorry, and fulfill the obligations of the agent. If the corporation wishes to argue improper service because the summons and complaint went to you instead of someone else, then it can do so -- but you as the agent will be outside the line of fire.
You should in any event file any necessary paperwork to make crystal clear to everyone that looks on the SOS website that you are no longer the agent for service of process.
Mr. Perry is sort of right. By law it is up to the agent to file the RA-100 and the Secretary of State then notifies the corporation. Until you file the RA-100 you ARE the agent and must fulfill the obligations of the agent for service. So you were NOT "wrongfully kept on after resignation." You never actually legally resigned. You cannot retroactively change that. You must deliver the lawsuit to the other shareholder and do anything else you are obligated to do as agent for service until you have filed the RA-100.
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