Serving a Corporation or LLC in California: Agents & Officers

Start with the entity’s official record.

Corporations, limited liability companies, limited partnerships and limited liability partnerships are required to designate an agent for service of process. The California Secretary of State’s Business Search on bizfile Online contains the most current filings of record, including the name and address of the agent for service of process, if any.

Business Search does not currently include limited liability partnerships, general partnerships, associations and some other entity types. For those, the Secretary of State directs people to its records order form.

Use the exact legal name shown on the record. A trade name, website or storefront sign may not match the entity named in your papers.

Who can be an agent for service of process?

According to the Secretary of State, an agent for service of process is either an individual who resides in California or a registered corporate agent under Corporations Code section 1505. A business entity cannot act as its own agent, and small corporations often designate an officer or director.

For an LLC, Corporations Code section 17701.13 requires the company to designate and continuously maintain an agent for service of process in California.

Serving a corporation.

Code of Civil Procedure section 416.10 lists who can receive a summons for a corporation. The list includes the designated agent for service of process; the president, chief executive officer or other head of the corporation; a vice president; a secretary or assistant secretary; a treasurer or assistant treasurer; a controller or chief financial officer; a general manager; and a person the corporation has authorized to receive service. For a bank, a cashier or assistant cashier is also listed.

California Courts summarizes this as serving the company’s agent for service of process, or serving an officer or the general manager. Its small claims guide adds that a business must be served through a specific person, not just any employee.

Instead of handing the papers to that person, section 415.20 also allows them to be left during usual office hours at that person’s office with the person apparently in charge, followed by mailing. Service in that manner is complete on the 10th day after mailing.

Serving a limited liability company.

Corporations Code section 17701.16 provides that personal service on an LLC can be made by delivering the papers to the individual it designated as agent. If the designated agent is a corporation, delivery is made to a person named in that corporate agent’s latest section 1505 certificate, at the corporate agent’s office. The section states that these methods are in addition to the Code of Civil Procedure’s service chapter.

The Secretary of State also notes that serving the designated agent is not the only way to serve a business entity, and points to Code of Civil Procedure sections 416.10 to 416.40 for other agents upon whom service may be made. Whether a particular manager, member or officer can accept service for your LLC defendant is a case-specific question for the court’s instructions or your legal adviser.

When the agent is a registered corporate agent.

Many entities name a registered corporate agent instead of an individual. Under section 1505, that corporate agent files a certificate listing its California office addresses and the employees at each office authorized to receive process. Delivery to one of those people, at the office where they work, counts as delivery to the agent.

For LLCs, section 17701.13 provides that no address for a corporate agent is set out in the LLC’s own filing. Service goes to a person named in the corporate agent’s latest certificate, at the corporate agent’s office. Include the corporate agent’s name exactly as shown on the record so the correct office can be identified.

If the agent cannot be found.

An agent may have resigned, moved or be unavailable at the listed address. The Secretary of State explains that substituted service through its Sacramento office is possible only when direct attempts have failed, the court has found those attempts reasonably diligent and the court has ordered service through the Secretary of State. The process, the court order and the required fee must be hand delivered; this service is not accepted by mail.

For an LLC, section 17701.16 provides that service made this way under a court order is complete on the 10th day after the papers are delivered to the Secretary of State. Keep a clear record of the attempts at the listed address, because the court must be satisfied that they were reasonably diligent.

What to include in a business service request.

Send the entity details from the official record with the prepared papers. If the record and your papers name the entity differently, resolve that with your legal adviser before service is attempted.

• The entity’s exact legal name as shown on the Secretary of State record
• The entity number shown with that record, if available
• The entity type, such as corporation or limited liability company
• The listed agent and address, or the corporate agent’s name
• Any officer, manager or other person your instructions name as the recipient
• The prepared papers and any supplied proof-of-service form
• Your deadline and any court order about the method of service

Official sources.

Follow the instructions for your case and check the relevant court’s current requirements. These links provide the official information referenced in this guide; Affid is not affiliated with the courts.

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