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Rights of First Refusal

The preemptive right given by an owner to a lessee that enables the lessee to have the first opportunity to buy the property (should the owner decide to sell it). The owner must give a legitimate offer, which the lessee can either accept or refuse.

Retained Earnings

Previously taxed earnings that a company retains for working capital.

Resident Agent

See “Registered Agent”

Respondeat Superior

Legal doctrine that employers are held liable for actions committed by their employees.

Re-notary

While a certified copy is a certification to a state record, a Delaware “Re-Notary” from the Delaware Secretary of State is only a certification to an original Delaware notary, not any document on record. A certificate issued by the Secretary of State when an original notarized document is submitted to certify that the notary is certified as a notary in that state. It does not authenticate the actual document itself. This can however be helpful for use in international transactions, where business owners want the Minutes of the Meeting of Incorporator to be notarized or a Statement of Organizer to be notarized. This helps provide a “bridge” to the actual managers of a company when that information is not otherwise in the public record.

Renewal and Revival

A Certificate of Renewal and Revival regains Current Good Standing for your company after it has gone void by failing to pay franchise tax or maintain a Registered Agent. Should your company fail to maintain a Registered Agent or fail to pay franchise tax and file annual reports, it may lose its right to conduct business, lose its right to its name and have its charter cancelled. Sometimes this is called “going void”. Should this happen to your company and you want to keep your company and reinstate it, you may restore Good Standing Status by filing a Certificate of Renewal and Revival by paying after paying all back penalties and fees, paying outstanding registered agent fees and paying a reinstatement fee.

Registered Agent

To incorporate or form an LLC in any state, you do not need to visit that state. You also do not need to have an office in that state. However, you do need to have an “agent” called a “Registered Agent” in the state of incorporation. This is because the legal jurisdiction of that state stops at its borders. Not having an agent in the state would mean that your company could not be served with a lawsuit in that state. To solve this problem, states require a registered agent be named for the primary purpose of being on-call to receive and forward lawsuits to the company’s contact person. Named in the formation filing, a Commercial Registered Agent is designated to receive a company’s Service of Process (Summons and Complaint in a lawsuit) on behalf of the company represented and to forward official state correspondence, such as tax notices. This agent must be located, and available, at the provided address in that state. A Registered Agent is required for a company to remain in existence. The registered agent can also be helpful as a liaison between the Secretary of State and the company to provide services and assist with administrative questions.

Receiver

An assigned individual who is in charge of managing the assets of a business, assigned either privately or by court order.