`
`West's Delaware Code Annotated
`Title 8. Corporations
`Chapter 1. General Corporation Law
`Subchapter III. Registered Office and Registered Agent
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`8 Del.C. § 132
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`§ 132. Registered agent in State; resident agent
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`Effective: August 2, 2010
`Currentness
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`(a) Every corporation shall have and maintain in this State a registered agent, which agent may be any of:
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`(1) The corporation itself;
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`(2) An individual resident in this State;
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`(3) A domestic corporation (other than the corporation itself), a domestic partnership (whether general (including a limited
`liability partnership) or limited (including a limited liability limited partnership)), a domestic limited liability company or
`a domestic statutory trust; or
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`(4) A foreign corporation, a foreign partnership (whether general (including a limited liability partnership) or limited
`(including a limited liability limited partnership)), a foreign limited liability company or a foreign statutory trust.
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`(b) Every registered agent for a domestic corporation or a foreign corporation shall:
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`(1) If an entity, maintain a business office in this State which is generally open, or if an individual, be generally present
`at a designated location in this State, at sufficiently frequent times to accept service of process and otherwise perform the
`functions of a registered agent;
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`(2) If a foreign entity, be authorized to transact business in this State;
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`(3) Accept service of process and other communications directed to the corporations for which it serves as registered agent
`and forward same to the corporation to which the service or communication is directed; and
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`(4) Forward to the corporations for which it serves as registered agent the annual report required by § 502 of this title or an
`electronic notification of same in a form satisfactory to the Secretary of State (“Secretary”).
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`(c) Any registered agent who at any time serves as registered agent for more than 50 entities (a “commercial registered agent”),
`whether domestic or foreign, shall satisfy and comply with the following qualifications.
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`AstraZeneca Exhibit 2004
`Lannett v. AstraZeneca
`IPR2015-01629
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`§ 132. Registered agent in State; resident agent, DE ST TI 8 § 132
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`(1) A natural person serving as a commercial registered agent shall:
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`a. Maintain a principal residence or a principal place of business in this State;
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`b. Maintain a Delaware business license;
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`c. Be generally present at a designated location within this State during normal business hours to accept service of process
`and otherwise perform the functions of a registered agent as specified in subsection (b) of this section; and
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`d. Provide the Secretary upon request with such information identifying and enabling communication with such
`commercial registered agent as the Secretary shall require;
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`(2) A domestic or foreign corporation, a domestic or foreign partnership (whether general (including a limited liability
`partnership) or limited (including a limited liability limited partnership)), a domestic or foreign limited liability company, or
`a domestic or foreign statutory trust serving as a commercial registered agent shall:
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`a. Have a business office within this State which is generally open during normal business hours to accept service of
`process and otherwise perform the functions of a registered agent as specified in subsection (b) of this section;
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`b. Maintain a Delaware business license;
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`c. Have generally present at such office during normal business hours an officer, director or managing agent who is a
`natural person; and
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`d. Provide the Secretary upon request with such information identifying and enabling communication with such
`commercial registered agent as the Secretary shall require.
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`(3) For purposes of this subsection and paragraph (f)(2)a. of this section, a commercial registered agent shall also include
`any registered agent which has an officer, director or managing agent in common with any other registered agent or agents
`if such registered agents at any time during such common service as officer, director or managing agent collectively served
`as registered agents for more than 50 entities, whether domestic or foreign.
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`(d) Every corporation formed under the laws of this State or qualified to do business in this State shall provide to its registered
`agent and update from time to time as necessary the name, business address and business telephone number of a natural person
`who is an officer, director, employee, or designated agent of the corporation, who is then authorized to receive communications
`from the registered agent. Such person shall be deemed the communications contact for the corporation. Every registered
`agent shall retain (in paper or electronic form) the above information concerning the current communications contact for each
`corporation for which he, she or it serves as a registered agent. If the corporation fails to provide the registered agent with
`a current communications contact, the registered agent may resign as the registered agent for such corporation pursuant to §
`136 of this title.
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`§ 132. Registered agent in State; resident agent, DE ST TI 8 § 132
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`(e) The Secretary is authorized to issue such rules and regulations as may be necessary or appropriate to carry out the enforcement
`of subsections (b), (c) and (d) of this section, and to take actions reasonable and necessary to assure registered agents' compliance
`with subsections (b), (c) and (d) of this section. Such actions may include refusal to file documents submitted by a registered
`agent.
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`(f) Upon application of the Secretary, the Court of Chancery may enjoin any person or entity from serving as a registered agent
`or as an officer, director or managing agent of a registered agent.
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`(1) Upon the filing of a complaint by the Secretary pursuant to this section, the Court may make such orders respecting such
`proceeding as it deems appropriate, and may enter such orders granting interim or final relief as it deems proper under the
`circumstances.
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`(2) Any one or more of the following grounds shall be a sufficient basis to grant an injunction pursuant to this section:
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`a. With respect to any registered agent who at any time within 1 year immediately prior to the filing of the Secretary's
`complaint is a commercial registered agent, failure after notice and warning to comply with the qualifications set forth in
`subsection (b) of this section and/or the requirements of subsection (c) or (d) of this section above;
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`b. The person serving as a registered agent, or any person who is an officer, director or managing agent of an entity
`registered agent, has been convicted of a felony or any crime which includes an element of dishonesty or fraud or involves
`moral turpitude;
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`c. The registered agent has engaged in conduct in connection with acting as a registered agent that is intended to or likely
`to deceive or defraud the public.
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`(3) With respect to any order the court enters pursuant to this section with respect to an entity that has acted as a registered
`agent, the court may also direct such order to any person who has served as an officer, director, or managing agent of such
`registered agent. Any person who, on or after January 1, 2007, serves as an officer, director, or managing agent of an entity
`acting as a registered agent in this State shall be deemed thereby to have consented to the appointment of such registered
`agent as agent upon whom service of process may be made in any action brought pursuant to this section, and service as an
`officer, director, or managing agent of an entity acting as a registered agent in this State shall be a signification of the consent
`of such person that any process when so served shall be of the same legal force and validity as if served upon such person
`within this State, and such appointment of the registered agent shall be irrevocable.
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`(4) Upon the entry of an order by the Court enjoining any person or entity from acting as a registered agent, the Secretary shall
`mail or deliver notice of such order to each affected corporation at the address of its principal place of business as specified in
`its most recent franchise tax report or other record of the Secretary. If such corporation is a domestic corporation and fails to
`obtain and designate a new registered agent within 30 days after such notice is given, the Secretary shall declare the charter
`of such corporation forfeited. If such corporation is a foreign corporation, and fails to obtain and designate a new registered
`agent within 30 days after such notice is given, the Secretary shall forfeit its qualification to do business in this State. If the
`court enjoins a person or entity from acting as a registered agent as provided in this section and no new registered agent
`shall have been obtained and designated in the time and manner aforesaid, service of legal process against the corporation
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`§ 132. Registered agent in State; resident agent, DE ST TI 8 § 132
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`for which the registered agent had been acting shall thereafter be upon the Secretary in accordance with § 321 of this title.
`The Court of Chancery may, upon application of the Secretary on notice to the former registered agent, enter such orders as it
`deems appropriate to give the Secretary access to information in the former registered agent's possession in order to facilitate
`communication with the corporations the former registered agent served.
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`(g) The Secretary is authorized to make a list of registered agents available to the public, and to establish such qualifications
`and issue such rules and regulations with respect to such listing as the Secretary deems necessary or appropriate.
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`(h) Whenever the term ‘‘resident agent’’ or ‘‘resident agent in charge of a corporation's principal office or place of business in
`this State,’’ or other term of like import which refers to a corporation's agent required by statute to be located in this State, is or
`has been used in a corporation's certificate of incorporation, or in any other document, or in any statute, it shall be deemed to
`mean and refer to, unless the context indicates otherwise, the corporation's registered agent required by this section; and it shall
`not be necessary for any corporation to amend its certificate of incorporation or any other document to comply with this section.
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`Credits
`56 Laws 1967, ch. 50; 70 Laws 1995, ch. 186, § 1, eff. July 10, 1995; 71 Laws 1997, ch. 120, § 2, eff. July 1, 1997; 71 Laws
`1998, ch. 339, § 10, eff. July 1, 1998; 73 Laws 2002, ch. 329, § 44, eff. Sept. 1, 2002; 75 Laws 2006, ch. 306, §§ 9, 10, eff.
`Jan. 1, 2007; 77 Laws 2010, ch. 290, § 4, eff. Aug. 2, 2010.
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`Codifications: 8 Del.C. 1953, § 132
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`8 Del.C. § 132, DE ST TI 8 § 132
`Current through 80 Laws 2015, ch. 193. Revisions to 2015 Acts by the Delaware Code Revisors were unavailable at the time
`of publication.
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`End of Document
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`© 2015 Thomson Reuters. No claim to original U.S. Government Works.
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` © 2015 Thomson Reuters. No claim to original U.S. Government Works.
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