Are You Being Sued or Scammed? Your Registered Agent Knows

Smart business folks aren’t fooled by scams, are they? A couple of my clients came close recently, but their instinct to check things out paid off. I hope that sharing their stories might remind you to be equally careful.

An email threatening a lawsuit for breach of contract was going around last month. It was forwarded to me by clients who thought it smelled phishy and didn’t take the bait. Other busy, stressed business owners might click the “law firm” link (removed in the following version) to see what the hell is going on.

You are hereby put on notice that as of 7/1/2010 you are in breach of our contract dated 3/12/2007.

The nature of said breach is: False Advertising, Breach of Contract, Bad faith Breach of Contract, Fraud and Deceit.

It is our desire to inform you of the foregoing and afford you the opportunity to cure said breach.
You may in any event be held responsible for all damages arising from said breach.

To view a copy of the complaint please visit XXXXXXXX and use the CASE ID located at the end of the document to find the copy of the complaint.

You have until 10th of May 2010 to cure said breach, after which we will be forced to pursue further legal action.

Many modern business contracts allow the parties to use email to communicate about contractual matters, such as allegations of breach. If, however, matters reach the point where one party is suing the other, our legal system reverts back to a very old technology: personal service.

This email scam was designed to trick people into thinking they are being sued so that momentary panic overcomes common sense and the link can do its dirty work. If your business is actually being sued, a summons, typically delivered by a professional process server to the business’s registered agent at the business’s registered office, not an email, is how litigation starts.

In Colorado, business entities, such as corporations and limited liability companies, must designate with the Secretary of State a registered agent and a registered office. The registered agent has a simple, but important job: accept the “service of process” that marks the start of a law suit, and receive other official state communications.

But don’t think not having a registered office or agent will keep you from being sued; the process server can also personally serve the principals of the business—such as an officer, director, or manager. Not having a registered office can create other problems, however, when required annual reports are missed.  Eventually the business becomes delinquent, loses its “good standing,” and puts its legal rights, such as the right to its name or the right to bring a law suit, at risk.

In my experience, registered office/agent problems start when a business moves without updating state records. There is no requirement that the business location be the registered office, but many human-owned business owners use go that route. Fortunately, the Colorado Secretary of State makes it very easy to check the registered office and standing of your business. Contact your lawyer if you have any trouble updating the state’s records, and always contact your lawyer, immediately, if you are served with a law suit.