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 Iowa 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 Oowa 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 Iowa LLC
The Iowa LLC Act Section 489.115 requires that you send a copy of your Statement of Resignation to your LLC before filing it with the Secretary of State. This is to ensure that the company has ample time to plan their registered agent change. While it’s not required, it’s also a good idea to speak with your company more at length to help them develop a succession plan and facilitate a smooth transition.
After you’ve contacted your LLC and mailed them a copy of your resignation statement, it’s time to formally resign with the state.
Submitting Your Resignation
You may be looking forward to your next project or business, but your name won’t be officially off the books until you’ve submitted your resignation to the Iowa Secretary of State.
Head over to the Secretary of State’s Business Entity Forms page. Scroll down to find either the Domestic or Foreign LLC sections. Click “Resignation of Registered Agent” to access the Statement of Resignation form. The form has two parts: the statement itself, and the Certificate of Mailing.
Statement: This section is your official resignation, and just requires a few pieces of information. Enter the LLC name, principal office address, registered office address, and your name. Then sign and date it and you’re all set.
Certificate of Mailing: The certificate’s purpose is to confirm that you sent a copy of your resignation to the LLC prior to filing with the state. Here you’ll enter your name, the LLC name, and the date that you sent them the copy. Sign and date this section as well.
At this point, you may be pulling out your checkbook or credit card to pay a filing fee. But unlike many of Iowa’s business forms, this one is free. When you’ve finished filling in your information, you have three submission options.
- Online: Upload your completed form on this page.
- Mail: Send your resignation to the Business Services Division Lucas Building, 1st Floor at 321 E. 12th St. Des Moines, IA 50319.
- Fax: The Business Services Division fax number is (515) 242-5953. There is a $1 service charge for faxed documents.
Online is the most efficient method, as online filings are processed within 24 hours and mailed or faxed ones can take up to three weeks.
Your resignation takes effect as soon as your filing is processed –unless you specified a different date of termination – so your LLC will need to change their registered agent right away to avoid penalties.
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. Any Iowa company that spends sixty days without a valid registered agent will be administratively dissolved by the state. Because your resignation is effective immediately upon filing, it’s important that your LLC has a replacement lined up.
In order to be qualified as a registered agent, this replacement must meet Iowa’s specific requirements. They must:
- Be an individual or business entity that resides in Iowa, or a foreign entity with a physical Iowa address and authorization to conduct business in the state
- Have a physical Iowa address (P.O. boxes aren’t allowed)
- Have a mailing address in Iowa
- Be available to accept mail and service of process at their address during general business hours
An individual LLC member can serve as registered agent for their own company, but sometimes it’s easier to pass along those responsibilities to 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 Iowa 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 Iowa or something completely different.