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BackerReport )
A newsletter addressing issues of concern to South Florida Community Associations January 2006
Articles In This Issue
  • AVOID PHANTOM LAWSUITS - Know Who Your Registered Agent Is!
  • Backer Law Firm Opens Title Company
  • BackerReport is a periodical addressing topics of interest to community associations in South Florida and is provided as a service to the clients and friends of Backer Law Firm, P.A.

    All articles are written by attorneys of Backer Law Firm, P.A. and are protected by copyright.

    It is important to note that court decisions discussed in this newsletter are sometimes subject to change as the parties pursue further appeals or other remedies. The articles that discuss court cases in this newsletter are based upon the courts' decisions that are released when the newsletter was written.


    AVOID PHANTOM LAWSUITS - Know Who Your Registered Agent Is!

    Florida Corporations, including condominium associations and homeowners associations, are required to designate a registered agent for purposes of service of process. The purpose of the law is to provide a designated place for the service of the summons and complaint when the corporation is sued. The name and address of a corporation’s registered agent is maintained by the Secretary of State in Tallahassee.

    It is not uncommon for a community association to designate its property manager or lawyer as its registered agent. If the association hires a new property manager or a new lawyer and does not file a designation of a new registered agent, third parties may rely upon the registered agent that is designated by the association on the Secretary of State’s records even though the property manager or the lawyer who had been designated is no longer providing services to the association. The law provides that service of process upon the registered agent that is designated in the Secretary of State’s corporate records is valid even if that registered agent no longer serves the corporation. If the former property manager or lawyer fails to notify the association that it has been served with process, a default and judgment may be entered against the association without the board ever having actually received notice of the suit.

    It is the practice of some associations to name one of the association's officers as the registered agent. This is not a recommended practice since the directors change from time to time and not all directors retire from the board voluntarily. It would cause serious consequences if a former officer was served and neglected to notify the board in a timely manner.

    If an association discovers that it has been sued and a default or a default judgment has already been entered against the association, the association must immediately engage an attorney to seek to have the court vacate the default and final judgment. The association would need to establish that the default was entered because of circumstances that the court could conclude were excusable and that it has a defense to the claim filed by the plaintiff. If the association waits too long after learning that it has been sued, the court could conclude that the association did not act quickly enough to vacate the default and the court could conclude that the neglect of the association was not excusable.

    Every year, the Florida Secretary of State requires that all corporations file what is known as its “Annual Report”. This document notifies the Secretary of State of changes in the officers and directors on the board. There is also a place on the form for the designation of a new registered agent. In those instances where the board had previously designated an individual who no longer serves the community, it would be prudent for the association to change the registered agent. It is suggested that the association not wait until it files its annual report to notify the Secretary of State of a change in the association’s registered agent; the change in the designation of the registered agent should be made promptly to avoid the possibility that the association could be sued and served with process without the board’s knowledge.

    For those of you who use Backer Law Firm, P.A. as your registered agent, please be sure that our new address is indicated on your Annual Report before it is filed with the Secretary of State.

    Backer Law Firm Opens Title Company

    Backer Law Firm has become an agent of Old Republic Title Insurance Company, one of the largest title insurers in the United States. The Firm has opened All Legal Title Company, LLC to handle residential and commercial real estate transactions. All Legal is available to handle all real estate closings whether you are the buyer or the seller. Feel free to call to inquire about these new services. Typically, if All Legal will be issuing title insurance, there is no additional fee to our client. Feel free to call to inquire about these new services.


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