Filings Made Easy™

Definition of Resident Agent:

See “Registered Agent”.

Definition of Reinstatement:

In certain instances, such as if a corporation or LLC fails to make the required annual filings with the Secretary of State of the state of incorporation or formation, a corporate charter may be administratively or statutorily dissolved or otherwise have its authority to continue to be recognized as a legal entity revoked.  An administratively or statutorily dissolved entity, in some cases, may revive the entity by making the necessary filings and paying amounts owed to the Secretary of State.

Definition of Registered Office:

A registered office is the official address of the registered agent.  This is the place that a registered agent may be served with legal documents, such as a complaint for a lawsuit.  The registered office does not need to be the principal place of business of the corporation or LLC.

A “registered agent” (also known as an agent for service of process, a registered agent, resident agent or statutory agent) is a person or company designated to accept service of process (such as a complaint of a company becomes involved in a lawsuit) and other important documents on a company’s behalf.

The Registered Agent for a business may be an individual or a third party, such as the company’s lawyer or a service company.

The purpose of a Registered Agent is to provide a physical legal address within that state where individuals are available to receive legal documents.  The Registered Agent receives these documents on behalf of the company and then is required to promptly provide them to the company.

Definition of Preferred Stock:

Preferred stock is a type of capital stock that provides additional rights and privileges over common stock. These rights may include senior liquidation preferences, accruing dividends, voting rights, affirmative and negative covenants and redemption rights.  Not all corporations are authorized to issue preferred stock.  A corporation may not issue preferred stock if the articles of incorporation do not authorize the corporation to do so.

Preferred stock is the form of equity that is typically issued in a venture capital financing.  S-corporations may only have one class of stock, so preferred stock is not used with S-corporations.

Definition of Parent Corporation:

A “parent corporation” is a corporation that owns a majority equity interest in another corporation.

Definition of Operating Agreement:

The Operating Agreement of an LLC is the agreement among the company’s members.  The Operating Agreement typically includes provisions that are found in the Articles of Incorporation and bylaws of a corporation

Definition of Officers:

Officers are the senior managers appointed by the Board of Directors to operate a corporation.  There are typically at least three officers:  a President, a Treasurer and a Secretary.  More than one of these positions may be held by a single person.  The President (who often serves as the Chief Executive Officer of the company) reports to the Board of Directors, while other officers typically report to the President.

Definition of Member:

A member is an owner of equity interests issued by an LLC.  A member may be an entity or an individual.
Definition of Membership Interest
The equity interests issued by an LLC are called “membership interests.”

Definition of Manager:

An LLC may be managed by its members (i.e., its owners) or by its managers.  If managed by managers, there may be a single manager or several managers (sometimes called a Board of Managers).  Managers serve the LLC similar to how a Board of Directors serves a corporation.