Registered Agents for a Business in Minnesota

Registered Agent

Registered agents have a specific purpose when specified for a business. The purpose of an agent in the business world is to complete service of process.

When creating an estate plan, this the goal is to assure clarity.

Simple so far, but a little more complicated as we start delegating business roles inside an estate plan. From an estate administration perspective, the question that usually follows is whether a trustee or successor trustee can serve as an agent too. This question is often asked because Minnesota’s online business formation forms calls for a declaration.

Certainly, a business can be organized by a person. But, entity or person that serves as an agent is slightly more complicated.

Minnesota’s rules for a Limited Liability Company broadly define the term “person” to mean:

An individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

Minn. Stat. 322c.0102

On the other hand, a registered agent for a business entity is likely limited to a natural person residing in Minnesota, a domestic corporation, or limited liability company, or a foreign corporation or foreign limited liability company authorized to transact business in Minnesota.

Trustees and successor trustees know this because of Minnesota statute 5.36. According to the plain language of this rule, it appears trustees and successor trustees cannot not serve as a registered agent. On the other hand, the natural person, who also happens to be a trustee too, can serve.

Unfortunately, this is where the line between trustees and agents acting through a power of attorney or durable power of attorney can become blurred. In other words, preventing contradictions inside trust documents, while also delegating responsibility outside a trust is a significant goal in the estate planning process.

Is This a Business Issue or an Estate Planning Issue?

Attorney Jasper Berg