Legal Question in Business Law in California

Without knowing the details of the scope and nature of the agency relationship, it is not possible to answer your question. In any case, however, you should immedately forward anything you do receive to the owners or former owners of the business. Otherwise you may get in legal trouble with them.

My guess is that when you say you were the agent, you mean you are their "registered agent for service of process." If so, you are in a semi-official capacity as being the human being to whom legal papers regarding the corporation may be delivered, and once delivered to you, those papers are deemed delivered to (or served upon) the corporation for all legal intents and purposes.

A registered agent may resign by notifying the California Secretary of State. See Corporations Code section 1503(a) or (b) and look at (and use, if appropriate) Secretary of State Form RA-100. The form can be downloaded from the SS's Web site at www.ss.ca.gov.

Meanwhile, deliver all the papers you've received to the person or persons responsible for the business, or formerly responsible. They may be VERY important and your failure to carry out your duties as a registered agent could get you in trouble.

Finally, to "go out of business" is a nebulous expression that has no real legal meaning. A corporation does not, for example, cease to exist just because it stops operating. Further, even the official dissolution of a business entity does not mean it ceases to exist and can be ignored. Dissolved corporations are not supposed to conduct ongoing business-as-usual transactions. Instead, they go into a winding-up phase, in which they liquidate their assets, pay their creditors, and distribute what's left over to the stockholders. During the winding up of a dissolved business entity, it can sue and be sued. The dissolution and winding up phase of a business can be nearly instantaneous if the business was fairly simple, or it can drag on for decades if the business were complicated, owned a lot of real estate, etc.

If you were some other kind of agent than "registered agent for service of process," you may have different obligations, but do not assume you have none any more just because the business has ceased to operate. Those papers may be lawsuits against the business which still entangle its former officers, directors and shareholders.

If you are named as a defendant in the Summons and Complaint, you can't ignore them. As agent, you shouldn't be. If not named, but you are still listed as agent with the state, then you are obligated to do your duty and convey them to the responsible people at the company, if possible. You should get your name removed as agent.