Sometimes business owners need to update their registered agent. This is a straightforward process, and a routine part of maintaining LLCs. Do be sure that you follow the necessary steps, though, as failing to could result in falling out of compliance with state requirements.
We’ll guide you through those necessary steps for changing your registered agent, including the general process, typical forms to file, and why you might make a change.
Why would you need to change your registered agent?
A registered agent service provides privacy, reliability, serves as your business’s official contact, and must be available to receive important communications. This mostly consists of communications from the state and papers if you’re sued, but a registered agent should be available for other mailings or emails as well.
Rules vary a bit by state, but most require a registered agent to have a physical street address (no P.O. boxes) in the state and be available during normal business hours.
Thus, the primary reason to change your registered agent is if they’re no longer available for some reason. Their schedule may have changed, they may have moved, or they might no longer be with the business. Here are some common scenarios where you’d want to change a registered agent (RA):
- Current RA Too Busy: Many entrepreneurs start out serving as their own registered agent. This is a pragmatic and affordable option at first, but it only works when your business is small. As a business grows, you might not be available during business hours as much.
- Current RA Moves: If your current RA moves away from the business’s location, you’ll need to appoint a new RA who can reliably be at the address.
- For home-based businesses, entrepreneurs commonly use their residential address. If you move out of state without ceasing operations, you’ll need to appoint a new registered agent. A registered agent service is useful in these situations. The service will maintain a physical address and receive communications for you, passing on anything that comes in.
- Change in Ownership: In partnerships and multi-member LLCs, it’s common for one of the partners to be the RA. A Registered Agent Change Form will have to be filed if that partner leaves the business (e.g. resigns, is forced out, retires, etc.).
In some situations, the reason to change a registered agent stems more from the business’s needs. Specifically, you might switch to a registered agent service in these scenarios:
- Expansion: Your business needs a registered agent in each state where it operates, especially if it maintains a physical presence in the state. You’ll have to file a new Registered Agent Form whenever you expand into a new state. This isn’t changing your current RA, so much as adding a new RA for the additional state. Registered agent services can serve this purpose.
- Privacy: Whoever serves as the RA can be looked up, including their address, in public records. Switching to a registered agent service affords privacy by hiding your address — the service’s address is used instead. Many entrepreneurs become more concerned about privacy as their business becomes more known.
- Poor Service: Occasionally entrepreneurs are already using a registered agent service, but are unhappy with it. Switching registered agent services is easy, and many offer a discounted introductory period during which you can try them out.
How to change registered agent on LLC
While states each have their own particular forms, fees and filing methods, almost every state follows the same general way to change an LLC’s registered agent. Here are the steps.
Step 1: Choose a new registered agent
Your new registered agent must meet the statutory requirements of a physical address (not a P.O. Box) in the state, available during business hours, and willing to receive communications.
The three options are yourself (if in state), a trusted individual (if they’re in state) or a registered agent service. A service conceals your address, and is a reliable way to handle this requirement. They also are quite affordable, although being your own certainly is the free option.
Step 2: Notify the new registered agent
You must notify the registered agent before filing anything with the state. You’ll need their consent, and some states’ Registered Agent Forms even have a place where the new RA must sign that they consent.
If using an individual, it’s a best practice to get their consent in writing even if your state doesn’t require you to. You don’t need to worry about this if hiring a service, because they’ll take care of this automatically.
Step 3: File the change of registered agent form
To actually change your business’s registered agent, submit your state’s Change of Registered Agent Form. This could be a Change of Registered Agent, Statement of Change, Certificate of Change or something similar, depending on your state. Some states merely use a section on their standard Registered Agent Form.
Most states have online filing for registered agent forms, although a few still require in-person or mail-in filing. Expect to pay a nominal fee; it’s usually one of the lower LLC filing fees. Check your state’s specific fee and filing procedure since they do vary.
The change becomes official once your form is filed and processed by the state.
Step 4: Update internal records
Once the state has processed the change, update your own paperwork. Amend your operating agreement and any internal documents that name the registered agent, and file a copy of the submitted form and the state’s confirmation with your LLC’s business documents.
If you’d rather not manage this responsibility yourself, Tailor Brands offers a registered agent service. You won’t need to worry about serving as the registered agent, filing the change form with the state, or other compliance matters around this. You can instead focus on running a business.
Change of registered agent form: what to expect
Registered Agent Change Forms are generally similar, asking for a few details:
- LLC’s official name and registration number (not a DBA name)
- Current registered agent’s name and address
- New registered agent’s name and physical street address in the state
- The signature of an authorized member (owner) or manager of the LLC
Some states also require the new agent’s signed consent directly on the form. Check whether there’s such a section on the form, as it’ll be rejected if a required signature is missing.
You should find the current Registered Agent Form on your state’s Secretary of State website. Each state’s form is slightly different.
State examples of how registered agent changes work
Here’s the filing procedure to update a registered agent in Texas, Illinois and New York.
- Texas: File a Statement of Change of Registered Office/Agent (Form 401) with the Texas Secretary of State. Filings can be submitted online through SOSDirect or by mail. A filing fee of $15 applies for LLCs. SOSDirect filings are usually processed in 1–2 business days,
- Illinois: File an LLC Change of Registered Agent and/or Agent’s Office Address through the Illinois Secretary of State’s website. Standard filing is $25, and processed within 10 days even though filing online. Expedited processing is an additional $50, and processed within 1 business day.
- New York: File a Certificate of Change with the Department of State’s Division of Corporations. The document must be mailed in or submitted in person at the Albany office. The base filing fee is $30. Want it faster? Add $25 for 24-hour processing, $75 for same-day, or $150 for 2-hour, though standard processing is usually fine for a routine agent change.
What happens if you don’t update your registered agent?
Failing to maintain a valid, active registered agent on record creates substantial legal exposure for an LLC.
Legal documents and government notices may go undelivered. Missing a lawsuit notice because it went to an outdated address is the worst-case version, a default judgment can be entered against your business without you ever knowing you were sued.
Missing something from the state could lead to your business falling out of good standing. The state could eventually dissolve your LLC if you don’t fix the problem, and you may never know if you’re not getting mailings. Exact consequences and timelines vary by state, but this pattern holds in most of them. Reinstating a business requires additional paperwork, filing fees and other expenses.
While these are serious consequences, they’re easily addressed by filing the right form. Submit a Change or Registered Agent form if changing registered agents, or asap if you’ve already changed and never notified the state.
Conclusion
Changing your registered agent is a routine process that most LLCs will go through at some point, whether because an agent resigned, an address changed, or the business simply outgrew a do-it-yourself arrangement.
Check your state’s specifics with the Secretary of State, file the appropriate change form, and pay whatever fee. If you have any questions about the process or unaddressed complications, you can always use a registered agent service or consult a business attorney. Attend to the matter, and move on with whatever your business needs done.
FAQ
Common reasons include the current agent becoming too busy, moving addresses, leaving the business, or the business expanding into a new state.
Steps include choosing a new agent, getting their consent, filing the state’s change form, and updating internal records like the operating agreement.
Common requirements include the LLC’s name and registration number, current and new agent details, and an authorized signature.
Legal documents may go undelivered, potentially leading to a default judgment in a lawsuit or the business falling out of good standing with the state.
Yes, registered agent services offer privacy by keeping a personal address off public records and are a reliable alternative to serving as your own agent.