When initiating legal action against a business entity in California, proper service of process is essential. However, there are situations where the designated agent for service cannot be located, has resigned, or has not been replaced. In such cases, California law provides alternative methods for serving the entity.
Understanding California Law on Service of Process
Under California Corporations Code section 17708.02(a)(5), if a foreign limited liability company (LLC) has not maintained a valid agent for service of process, or if the agent cannot be served with reasonable diligence, the California Secretary of State (SOS) acts as the default agent for service of process.
This means that if you cannot find or serve the registered agent, you can complete service by delivering the legal documents directly to the Secretary of State.
Steps to Serve a Business Entity Through the Secretary of State
If the designated agent cannot be served despite reasonable efforts, follow these steps to complete substituted service of process through the California Secretary of State:
1. Attempt Personal Service on the Registered Agent
Before resorting to substituted service, you must make reasonable efforts to locate and serve the registered agent. Courts typically require documentation proving your attempts to serve the agent, such as:
- Multiple attempts at the registered business address
- Inquiry with employees or management at the location
- A process server’s affidavit detailing unsuccessful service attempts
2. Verify the Business Entity’s Status with the Secretary of State
To confirm that the agent is unavailable or has resigned, check the business entity’s records using the California Secretary of State’s Business Search tool (https://bizfileonline.sos.ca.gov/search/business).
If the entity has no current agent, it qualifies for substituted service through the Secretary of State.
3. Prepare the Required Documents
To serve the business entity via the Secretary of State, you must prepare:
- A copy of the legal documents to be served (e.g., summons, complaint, or other pleadings)
- A cover letter explaining that the business entity’s agent cannot be located and referencing California Corporations Code section 17708.02(a)(5)
- The appropriate service of process fee (currently $50, subject to change—verify with the SOS website)
4. Submit the Documents to the Secretary of State
Deliver the prepared documents in person or by mail to:
California Secretary of State
Service of Process Unit
1500 11th Street
Sacramento, CA 95814
Ensure that you retain a proof of service from the Secretary of State, as it may be required by the court.
5. Notify the Business Entity
Although service is considered completed once the documents are delivered to the Secretary of State, it is recommended to send a courtesy copy to the business entity’s last known address. This step helps demonstrate good faith efforts in case of a legal dispute.
6. File Proof of Service with the Court
After serving the Secretary of State, file the Proof of Service with the court handling the case. This document should include:
- A copy of the documents served
- The receipt or acknowledgment from the Secretary of State
- An affidavit or declaration detailing previous service attempts
Conclusion
If a business entity’s registered agent in California cannot be located, you can lawfully serve the entity through the California Secretary of State as its designated agent under Corporations Code section 17708.02(a)(5). By following the outlined steps, you can ensure compliance with California law and proceed with your legal case effectively.
For further guidance, visit the California Secretary of State’s Service of Process page: https://www.sos.ca.gov/business-programs/business-entities/service-process.