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 Colorado 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 Colorado 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 Colorado LLC
Before you file any forms with the Secretary of State’s office, reach out to your LLC to inform them of your resignation. Colorado state law requires you to submit a notice to your company before submitting your formal resignation. This doesn’t just keep you compliant with state procedures, but it’s also a good way to ensure a smooth transition for everyone involved. If the LLC leadership knows ahead of time, they can begin the process to change their registered agent.
There’s an official form to file with the Secretary of State, but there isn’t one to send your company. Feel free to create your own, including your official resignation date and signature.
Submitting Your Resignation
Once you’ve informed your LLC, it’s time to officially put your resignation on record. To get started, head over to the Colorado Secretary of State Business Organizations webpage.
With the exception of a couple particular forms, the Secretary of State only accepts filings online. From the Business Organizations homepage, click “Forms List,” then “Changes.” The form you need is called “Statement of Change Regarding Resignation or Other Termination of Registered Agent.” Next to the form title, click “search for your record to file online,” then enter your LLC name to find it.
Just so you’re prepared, here’s the info you’ll need:
- The LLC’s Colorado Entity ID Number (find this number by entering the LLC name in the Business Search)
- The LLC name
- Your resignation date
- Your name and address. Or, if the agent is an entity, the entity name and address)
- Confirmation that you delivered a notice of resignation to your LLC
Filing a resignation costs $10, which you can pay via credit or debit card as part of the online filing process. There is no paper filing option, but you can see a sample hard copy form here.
Forms submitted online are processed immediately. However, the resignation won’t go into effect until the 31st day after it’s processed, or until the LLC appoints a new agent (whichever comes first). Just keep in mind that you may still receive documents and/or service of process for one month after you submit your resignation.
Handing off Your Responsibilities
When you put down your registered agent 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 registered agent coverage can result in severe penalties. In Colorado, a business entity has 30 days to change its registered agent after a resignation, or they will be labeled “noncompliant.” If a business entity goes 60 days without reconciling its noncompliance, it becomes “delinquent.” Delinquent LLCs are not allowed to do business and risk being dissolved by the state. The risk of operating without a registered agent is great, so it’s important to give your LLC plenty of time to replace you.
Once you’ve nominated a replacement, confirm that they meet Colorado’s registered agent requirements. They must:
- Be an individual resident of Colorado or a corporation authorized to do business in the state
- Have a physical Colorado address (P.O. boxes aren’t allowed)
- Have a mailing address in Colorado
In some states, an LLC cannot be its own registered agent, but in Colorado, it’s allowed. Or, an individual member of the LLC can serve as the company’s agent. If you’re using a foriegn entity as your agent, confirm that it’s foreign qualified in Colorado and maintains a physical non-P.O. box address there.
We recommend using a registered agent service, which can take over registered agent duties, freeing up more time for the LLC’s managers to focus on running the business.
You do a lot for your Colorado 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 Colorado or something completely different.