Thank you for deciding to use Cloud Peak Law (the “Registered Agent”) as the professional registered agent for your Business Entity.
This letter addresses the nature and scope of the Registered Agent’s duties to you and your duties to the Registered Agent. This letter also serves as an Engagement Agreement between the Registered Agent and you. Every state in the nation allows the creation of business entities such as a corporation, partnership or limited liability company. However, because the business entity is not a real person, each state requires that a person or separate company be named as the registered agent for that business entity for service of process.
Wyoming requires that if a person serves as registered agent he or she must reside in the state of Wyoming, or if a corporation or LLC is chosen to serve as registered agent, it must have an office in Wyoming, and that the name and address of the registered agent continually be on file in the office of the Secretary of State. This means that if your company is sued, the legal documents may be “served” on, or delivered to, the registered agent at the specific address on file in the office of the Wyoming Secretary of State. That delivery begins the time running for your Business Entity to file an answer or other response in the Court where the lawsuit is pending. Inaction could result in a default judgment against your company. Thus, time is of the essence in these matters, and it is important that you choose a qualified registered agent to insure speedy notice to you so that you may then respond to the issue at hand. The registered agent’s ability to quickly notify you of lawsuits is of great importance to the efficiency and protection of your Business Entity.
Responsibilities of the Registered Agent: So long as the Registered Agent always knows your location and how to contact you, the Registered Agent will notify you within 72 business hours after receipt of any legal process in which your business entity has been named a party. The pertinent documents will be forwarded to you at the e-mail address you have provided through electronic delivery or through your MyCase.com web portal with e-mail notification.
The Registered Agent’ duties do not include answering or in any manner getting involved with the court litigation. The Registered Agent provides you with the notification, and once you receive the documents from the Registered Agent’s office, it is your responsibility to respond or otherwise proceed with the lawsuit. If you have not provided the Registered Agent with a valid address for you, the Registered Agent’s contractual obligation to notify you is null and void, and the Registered Agent has no further responsibility to serve you in any way.
If you have named us as the principal office of your business or have not stated a principal place of business at all in your Articles, we may from time to time receive mailings for you. If we receive this mail, the Registered Agent will collect and sort the mail for you. Generally this mail is "junk mail" from persons or entities finding your address on the Wyoming Secretary of State's web site. We will scan to you in your MyCase file the front of the envelope and notify you by e-mail of the scan. It is your responsibility to respond to us within seven (7) business days of our notifying you of whether you want the mail. If so, we will scan the document into your MyCase file. You may also request physical forwarding.
Any official documents sent to this address for your Business Entity will be opened, scanned and deposited in you’re my Case file without prior notification. You may also request physical forwarding.
It is your responsibility to maintain a current e-mail address on file with us.
If we do not have your email address, we will mail the official documents to the business address that you have supplied to us in your contact information.
Responsibilities of Client: For the Registered Agent to adequately perform the duty of immediate notification, and to comply with Wyoming Law, it is important that you always keep Registered Agent informed of the current contact information for your business entity. You agree to keep us up to date with your contact information, including:
The address of record to which all service of process is to be delivered; The names and addresses of each director, officer, manager, partner, trustee or other persons serving in a similar capacity; The name, business address and business telephone number of a natural person who is an officer, director, employee or designated agent of the entity who is authorized to receive communications from the Registered Agent and is deemed the designated communications contact for the business entity. Basic Fee: Our services for being the registered agent for your Business Entity shall be $25.00 annually. This fee is due and owing on each anniversary date when you originally retained Registered Agent. You will be billed each year in advance of the anniversary date of your Business Entity. At that time, you will be asked to complete a form regarding any change in address or other contact information. If the annual fee is not received within 15 days of your anniversary date, we reserve the right to resign as the registered agent. Under Wyoming law, the absence of a registered agent will place your company in noncompliance with the state business entity laws and may cause your LLC to be administratively dissolved. Additional Fees and Costs If we are obligated to send paperwork to additional addresses other than to the ones specifically stated above, the costs of postage will be charged to you. Right to Terminate Engagement: You have the right to terminate the Registered Agent’s services at any time by notification in writing. If services are terminated, you will be responsible for the services performed and other charges incurred through the date of the Registered Agent’s receipt of the termination notice. Registered Agent has the right to terminate its services if it is discovered that you have not given the Registered Agent valid addresses or if the annual fee has not been paid when due, or upon providing thirty days written notice to you. Limitation of Liability: The Business Entity acknowledges that the Registered Agent will be providing ministerial services and fees for performing these services are nominal in amount. Accordingly, the Business Entity agrees that the Registered Agent’s liability for default under this agreement or the Registered Agent’s negligent or tortious conduct in connection with this agreement is limited to refunding to the Business Entity the fee paid by the Business Entity to the Registered Agent for the then current term and the immediately preceding term. In no event will the Registered Agent be liable for Consequential, incidental or punitive damages. Consent to Engagement: To protect you against incurring any unnecessary charges, we will not commence services until we receive your initial fee. If you have any questions regarding this Agreement, please do not hesitate to call and discuss it with us.
Very truly yours, Andrew S. Pierce, Manager Registered Agent I authorize Cloud Peak Law Group, P.C., to serve as the registered agent on behalf of the above named business entity. I represent to the Registered Agent that I have full authority to act on behalf of the Business Entity. I acknowledge that the contents of this Engagement Agreement are understandable and agree to the terms set forth therein. If this business entity elects to use the Registered Agent’ mailing address in order to preserve anonymity and privacy, I authorize the Registered Agent to open mail addressed to my Business Entity and destroy all junk mail which I have not requested to be forwarded to me within the above stated seven (7) business days.