When do you need a process agent vs a registered office or agent?

This guide explains what a process agent does and what to look out for when engaging with one.

We live in an interconnected world. A byproduct of this is a growing body of cross-border transactions. These are established for a huge variety of purposes, often with a range of contractual arrangements providing the legal basis for transactions.

Often, these contracts may even refer to a legal jurisdiction outside of the jurisdictions involved in the transaction itself due to maturity of case law, ease of enforcement and management of legal risks with England and Wales, New York, Singapore, Hong Kong and Swiss legal systems being particularly popular.

Enter the process agent.

When you need a process agent

When entering a contract governed by the laws of a country where you lack a legal presence, you might need a process agent. This agent provides an address for serving legal papers within the contract's jurisdiction. Unlike a registered agent / office, which handles public documents and general mail, a process agent is specific to private contracts. They ensure legal notices are received and forwarded, even if they relocate, for the contract's duration. Process agents are crucial for timely handling of legal documents, whereas registered agents focus on public obligations and may lack the necessary expertise for legal notice management.

So why not use a registered office or registered agent (RORA) service? These services are very similar to a process agent but do have key differences. Firstly, a registered office or agent service would be more appropriate for public documents and appointments, for example in England and Wales the registered office would be available at Companies House as the formally registered office of the company. A process agent appointment is more appropriate for private contracts where only the counterparties to that particular agreement are made aware of the address for notice purposes.

Secondly, a registered agent or office is more appropriate for general postal receipt and processing and may not have the specialist knowledge or processes to quickly receive, process and distribute any service pack to the correct persons which are often subject to aggressive response times.

Thirdly, since a process agent appointment is typically connected to specific contractual agreements, rather than a more general appointment, they are aware of the specific lifetimes of the in-scope transactions and as such put in place longer-term forwarding arrangements in the event they move premises, to ensure capture of any legal notices for the lifetime of the agreement.

Now let’s look in more detail at what a process agent does.

What a process agent does

A process agent is appointed to receive legal notices on behalf of a client involved in a transaction. Once the client identifies the need for a process agent, they would receive a letter of engagement with the service provider. This letter outlines which documents are covered, the service fee, duration and contact details. The client can then use the process agent’s address in legal documents as their notice address.

If a counterparty initiates legal proceedings, the process agent promptly notifies the client, often electronically first, to allow maximum time for defence preparation. Notices can be sent to multiple parties or a designated contact, depending on the agreement.

A process agent is designated for specific agreements. They don't typically have copies of these agreements or serve notices themselves; their role is to receive notices. It is also important to clarify that process agents are not service agents, their job is not to serve notice on counterparties but is a receiver function only. Experienced process agents can adjust the scope of agreements covered as needed, providing the client with flexibility.

What to look for in a process agent

When selecting a process agent, it is important to consider promptness and accuracy. Delays in notifying clients of legal notices can be costly, affecting the time available to prepare a defence. This efficiency is essential during onboarding, as appointments often occur at the last minute of a transaction.

Ensure the process agent maintains secure data storage standards, with mechanisms to keep your contact details current. This makes sure your information is safe over the typically prolonged period of engagement. Inquire about their processing speed, how they match service pack details to contact information and their data protection measures to perform thorough due diligence.

Choose a process agent with a global footprint, to consolidate suppliers across multiple jurisdictions. Start with major international legal jurisdictions and expand as needed. Lastly, flexibility is key. Your process agent should tailor their services to your needs, rather than imposing a standard solution. Our clients and their needs are diverse, our solutions should be too.

Here at Ogier Global, Ogier's corporate and fiduciary services division, we provide a seamless and integrated service offering. Ogier Global has a dedicated team of experts, specialised in process agency services. Contact our team to learn more.

About Ogier

Ogier is a professional services firm with the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost-effective services to all our clients. We regularly win awards for the quality of our client service, our work and our people.

Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice