What Happens if Your Registered Agent Resigns?

If your company's registered agent resigns, you must act quickly to replace the agent or your company can be in several kinds of trouble. Read on to learn what you need to prepare for when managing a registered agent transition.

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what happens if your registered agent resigns

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Updated on: October 26, 2023
Read time: 4 min

As a business owner, you're probably aware that your company must have a registered agent. A registered agent is a person or other business entity that acts on behalf of the business.

Woman holding a piece of unfolded paper

The registered agent accepts the service of legal papers, important correspondence from other businesses, and documents from the secretary of state and other government officials. The materials received can involve critical information about taxes owed or other information that affects the business. If and when your registered agent resigns, you'll need to take action right away.

When the registered agent resigns

If the registered agent resigns, your corporation must get a new agent. Usually, the corporation can remedy this situation fairly quickly.

In some cases, when your registered agent resigns, the agent or the corporation will already have picked a successor registered agent to take over when the resignation becomes effective.

In some states, the resignation doesn't become effective immediately but may take a few weeks or months to take effect. The successor agent can take over sooner if he or she has already been appointed and has filed the requisite papers in the corporation's state of registration.

Consequences of not having a successor registered agent

If the business has not designated a successor registered agent, it will need to pick one quickly. In some states, such as New York, the state designates the secretary of state as the registered agent for the company. However, companies registered in New York can also have a separate registered agent.

Picking a successor registered agent is important because not having one can affect the status of the business. In most states, if a successor agent has not officially taken over the duties of the registered agent within a certain amount of time, often within 30 days, the business can:

  • Lose its designation as a company in good standing in the state
  • Lose its ability to do business in the state
  • Be prevented from entering into contracts in the state
  • Lose access to litigate in state courts
  • Be subject to monetary sanctions or fines
  • Lose some or all of its licenses
  • Be allowed to exist administratively only, meaning it isn't allowed to operate fully
  • In some states, lose its name, which another business could take
  • Be dissolved by the state

Changing the registered agent

As the above list shows, the consequences of not having a successor registered agent in place as soon as possible are too great for your business to ignore. If the business doesn't have a successor agent, it can select a reputable online service, like Legal Inc, that can serve as a registered agent. 

Many businesses have a Delaware registration. Delaware requires the agent's resignation to take effect 30 days after it was properly filed. This also means the registered agent must continue to act on behalf of the business until the 30 days have passed. To accelerate this process, as soon as a successor registered agent has filed the appropriate papers with the state, the original agent can then officially stop acting for the business. The time to appoint a successor agent differs from state to state, so check with your legal advisor if you haven't already named a successor registered agent.

Whether you can be your own registered agent

If you have trouble finding a responsible person who can fulfill the duties of registered agent, in many states you can act as the company's registered agent. This isn't necessarily a good idea, however, because it means you're effectively stating that you are always available during business hours.

If you're not always available during business hours, or if you travel frequently, you probably shouldn't act as your own registered agent. To be a registered corporate agent, you must also have a physical address within the state where the company is doing business. A post office box address is not permitted. If the company is doing business in more than one state, you can act as the registered agent only in the state in which you live. This is why businesses who are doing business in multiple states are best served by using a registered agent service that can operate nationwide. 

Changing your LLC's registered agent

LLCs also are required to have registered agents in most states. Like a registered agent of a corporation, an LLC registered agent can resign by filing a certificate of resignation in your state. Likewise, you can change your registered agent if you're not happy with the agent by filing a change of agent form in your state.

It's important to pick your successor agent carefully. You want to make sure you find someone who is responsible, available during business hours, and who will properly fulfill the duties of registered agent. Another business entity can act as a registered agent for your company, too. Just make sure the business can be a reliable agent for your company.

What happens if you have more than one business or have a business in more than one state needing registered agent?

Did you know Legalinc is a fully owned Legalzoom subsidiary that provides Registered Agent representation for Law Firms, Tax Firms, and in-house legal teams at multi-state / multi-company organizations? 


Need Corporate Registered Agent representation? Talk to a specialist today. GET STARTED NOW 

 

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This article is for informational purposes. This content is not legal advice, it is the expression of the author and has not been evaluated by LegalZoom for accuracy or changes in the law.

89 days ago
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Aditya was incredibly helpful and…

Aditya was incredibly helpful and professional throughout our conversation. He guided me through the payment process for the Registered Agent Service and explained everything clearly and thoroughly. He made sure all my concerns were addressed and was very patient the entire time. He also had a very nice and calming voice, which made the whole experience even better. Honestly, with the way he handled the call—with confidence, clarity, and excellent customer service—I believe Aditya has what it takes to be a manager. He’d be a great asset in a leadership role. Thank you again, Aditya!

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146 days ago
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Legal Zoom always saves the day

Legal Zoom always saves the day. As me registered agent for 14 years they have been a lifesaver.

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184 days ago
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Keen was very supportive and helpful to…

Keen was very supportive and helpful to help me sign in for a registered agent

Marta Salerno
191 days ago
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Legal Zoom made it very simple and easy…

Legal Zoom made it very simple and easy to set up my LLC and having them as my registered agent it keeps my company on time for Legal document filings and they notify me if something is coming up that needs my attention to keep on track.

Townline Bus LLC
249 days ago
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Rene was super helpful in making legal Zoom, my company's registered agent

Rene was super helpful in getting Legalzoom setup as registered agent for all my companies, and help me get everything organized so that I know when to file my statements of information. Excellent customer service!

Scott Clift
250 days ago
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My registered agent Oliver was the best!…

My registered agent Oliver was extremely knowledgeable and very helpful.

Robert Mckay
273 days ago
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Highly Satisfied with service!

Yes, I am highly satisfied with the customer service provided by Alex. And I am highly satisfied by Legal Zooms services filling my Annual Report + Registered Agent with compliance essentials. I've been a client of Legal Zoom for many years.

Wilma Connell
290 days ago
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Very professional and knowledgeable

I initially called concerning my registered agent account with my company. Jonar was the agent that assisted me with the my concerns and nailed it with his professionalism and knowledge provided he answered all my questions and we released the line with me being fully confident in making LegalZoom my choice to do business.

Quinten Lee
567 days ago
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Legal Zoom Service Legal Zoom is the…

Legal Zoom is the registered agent for our company. They are incredibly helpful and knowledgeable! We never have to worry about compliance or our end of year report. In addition, the new BOI report was included with our annual report!

Connie Cochrane
901 days ago
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I have been a client of LZ since 2007

I have been a client of LZ since 2007. They have been a very good registered agent. I very much appreciate talking with a "real human" Their team has always been friendly, knowledgeable, efficient and professional. Thanks, JB

Jeffrey Bartlett
930 days ago
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The representative was friendly and helpful…

The representative was friendly and clear with information to become my business 'Registered Agent'. The process was also quick and easy.

Daleen
1343 days ago
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Very helpful for first-time entrepreneurs

Legal zoom has been my Registered Agent for over a year. They've been very helpful to me as a first-time, new business owner. Without them, I'd have had a very hard time understanding my obligations to the state as a business owner. They've kept me well-informed and ensured I don't miss important filing deadlines. And their customer service is super helpful if you ever need to talk to someone.

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