Whether we’re talking weather, vacations, or bags of potato chips, all good things must come to an end, and that includes registered agent duties.
There are numerous reasons you might need to give up your California registered agent role, but only one way to resign.
Registered agents play an important role in the life of an LLC, handling sensitive legal and tax documents, so it’s essential that agents follow proper resignation procedures. Otherwise, you could leave your company with unplanned fines or penalties, and you could be individually liable.
Fortunately, for California LLCs it is easy.
Follow these steps and the hardest part of your resignation won’t be the process itself, it’ll be saying “so long” to your former business.
Notifying the California LLC
You aren’t required by California law to contact your LLC directly regarding your resignation – the Secretary of State will send them a copy of your official letter. But if you reach out beforehand, you can help them establish a solid plan to change their agent for service of process. That way, after you leave, they won’t risk losing their good standing with the state.
After you’ve spoken with your LLC and feel comfortable with their transition plan, you can proceed to file official documentation with the Secretary of State.
Submitting Your Resignation
You’re only one form away from moving on to your next business or project; that form is the “Resignation of Agent for Service of Process” (Form RA-100). You can find it under “Other Business Filings” on the Secretary of State’s “Forms, Samples and Fees” page.
Pages one and two contain lengthy instructions for how to complete and submit the form. But as a distilled version, here’s the information you’ll need to include:
- The name of your LLC. It must be the exact name on record with the Secretary of State.
- The entity number issued by the Secretary of State. You can find it by searching the LLC name here.
- Your name. Or, if the agent is a corporation, the exact name of that corporation
- Your signature. If the agent is a corporation, the signature of someone authorized to sign on the corporation’s behalf
Attached to the resignation form is a “Mail Submission Cover Sheet.” This is an optional form that makes it easier for the state to reach you regarding your filing. Got everything? Now you’re ready to submit. To file by mail, send your form(s) to:
Secretary of State
Business Entities Filings Unit
P.O. Box 944260
Sacramento, CA 94244-2260
If you live in Sacramento or happen to be passing through, you may also drop your form off in person. There is no fee for mailed documents, but if you hand deliver it, you must include a $15 counter drop off fee, payable by check (made out to Secretary of State), money order, or credit card (Visa or MasterCard only). Forms delivered in person will be given priority over mailed ones. Standard processing time for mailed submissions is five business days.
Your resignation takes effect as soon as it’s filed by the Secretary of State’s office. They will send an official notification to your LLC, which will have 30 days to appoint a new agent for service of process. Because this process happens fairly quickly, it’s important to plan it out with your LLC beforehand.
Handing off Your Responsibilities
When you put down your agent for service of process responsibilities, someone else has to pick them up, or your LLC will lose its good standing with the state. Help your LLC keep its momentum by carefully planning your transition.
This starts with finding a successor who’s ready to take over right away. Even a small gap in agent for service of process coverage can result in severe penalties. A California LLC that goes without an agent for more than 30 days can be administratively dissolved. So, once your LLC receives official notice from the state about your resignation, the clock is ticking. This is why, if you don’t lay out a succession plan beforehand, your LLC could find themselves in trouble.
Once you’ve nominated a replacement, confirm that they meet California’s Agent for Service of Process requirements. They must:
- Be an individual California resident or a corporation with authorization to transact business in the state
- Have a physical (street) address in California
- Have a mailing address in California (P.O. boxes aren’t allowed)
- Be available during normal business hours to handle service of process.
Individual LLC members or managers are allowed to serve as the agent for for their own business, although the LLC itself cannot. If your agent is a foreign business entity, they must be foreign qualified in California plus meet the requirements above.
We recommend using an agent for service of process service, which can take over Agent for Service of Process duties, freeing up more time for the LLC’s managers to focus on running the business.
You do a lot for your California LLC. You’re essentially the shield that protects it from fines, the filter that catches important documents, the conductor that keeps it on track with compliance.
Because you play such an important role, it’s crucial that you follow the resignation procedures exactly — and potentially provide a replacement agent for the business. Otherwise, you might find yourself and your LLC in hot water.
Follow this guide and you’ll be totally fine. Soon, you’ll be on to your next project, whether that’s starting a new business in California or something completely different.