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 Illinois 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 Illinois 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 Illinois LLC
Before you send your formal resignation to the Secretary of State’s office, send a copy to your LLC. This is required by Illinois state law (805 ILCS 5/5.15), but it’s also a good way to help your company prepare a smooth transition. In doing so, you’re giving them ample time to plan their registered agent change, so they can avoid potential fines and penalties. While you’re only required to send a copy by mail, it’s also beneficial to communicate your resignation by phone or in-person, so you can more effectively discuss a succession plan.
You must send this notice at least ten days prior to officially submitting it to the state, so make sure to lay out a timeline before you begin the process.
Submitting Your Resignation
Once you have your hands on the form, you’re ready to get the ball rolling. Fill it out with the following information:
- The LLC name
- Your name and registered office address
- The LLC’s principal office address
- The date of your resignation (either the 30th day after the form is processed or a date sometime after that)
- Your signature and a signature from one of the LLC’s principal officers
That wasn’t so bad. First, send a copy to your LLC. Then, after ten days, you can mail it off to the Secretary of state.
There’s a filing fee for this form, but only a small one: $5. Include a check – made out to “Secretary of State” – and send two copies of your resignation to:
Secretary of State
Department of Business Services
Limited Liability Division
501 S. Second St., Rm. 351
Springfield, IL 62756
Your resignation is in, but you’re not off the books right away. Your name will remain on file as the registered agent for 30 more days unless your company appoints a replacement sooner. Keep in mind that you might continue receiving mail and service of process for up to one month after you officially resign.
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 Illinois, any business entity that goes 90 days or more without a valid registered agent will be administratively dissolved. For this reason, it’s important to give your LLC advance notice and potentially help them plan for your replacement.
Once you’ve nominated a replacement, confirm that they meet Illinois’ registered agent requirements. They must:
- Be an individual resident of Illinois or a corporation authorized to do business in the state
- Have a physical Illinois address (P.O. boxes aren’t allowed)
- Have a mailing address in Illinois
- Be present at their address during general business hours
One of an LLC’s individual managers or members can serve as registered agent for the company, but sometimes it’s easier and more effective to hire a professional.
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 Illinois 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 Illinois or something completely different.