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 Massachusetts 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 Massachusetts 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 Massachusetts LLC
According to the Massachusetts General Laws, you must send a copy of your resignation to your LLC after submitting the original to the Secretary of the Commonwealth. You aren’t required to inform them beforehand. However, reaching out before you submit your official resignation can be beneficial to everyone involved. Giving advance notice will allow your LLC plenty of time to plan their resident agent change so that they can avoid any penalties.
On your end, the law states that your name will remain on file as resident agent for 31 days after you resign unless your company appoints a replacement sooner. If the LLC already has someone lined up, you’ll be able to pass off your duties right away.
Submitting Your Resignation
You may have already informed your LLC, but that doesn’t mean your resignation is in effect. To be officially removed from resident agent duties, you must file a “Statement of Resignation of Resident Agent” with the Secretary of the Commonwealth.
You may submit this form either online or by mail/fax. For online filing, go to the Corporations Online Filing Systems and enter your Customer ID and PIN to get started. If you prefer a paper form, download one here. For either method, you’ll need the following information:
- Your name
- The LLC name (exactly as it appears on the Secretary of the Commonwealth’s records)
- Your current registered office address
- Whether the registered office address will be discontinued or remain the same
- Your signature
- The date
If you’re filing by mail, complete the cover sheet on page two of this form. Paper filings require a $25 fee, payable by check (made out to “Commonwealth of Massachusetts”). Mail your documents and payment to the Secretary of the Commonwealth, Corporations Division at One Ashburton Place, 17th floor, Boston, MA 02108-1512. Or fax them to (617) 624-3891.
There is no fee for online filings.
Standard processing time for mailed documents is 2-4 business days, for faxed ones is one day, and online filings are processed immediately. But your resignation doesn’t take effect right away. You will retain your duties for 31 days after your Statement of Resignation is processed unless your LLC appoints a replacement sooner.
Handing off Your Responsibilities
When you put down your resident 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 resident agent coverage can result in severe penalties. While Massachusetts law doesn’t directly address the consequences of operating without a resident agent, agent information is part of filing the Annual Report. If you fail to file a complete Annual Report, your LLC will lose its good standing with the state. Failure to file two Annual Reports in a row will result in administrative dissolution.
Anyone that the LLC names as your replacement must meet Massachusetts’s resident agent requirements. They must:
- Be an individual or business entity that resides in Massachusetts
- Have a physical Massachusetts address (P.O. boxes aren’t allowed)
- Have a mailing address in Massachusetts
- Be authorized to do business in the state, if a foreign entity
- Be present at the registered office address during regular business hours to receive mail and service of process
It might seem easy for an LLC to assign resident agent duties to one of its members, and while this is allowed, sometimes it’s best to outsource those responsibilities completely, giving them to a professional instead.
We recommend using a resident agent service, which can take over resident agent duties, freeing up more time for the LLC’s managers to focus on running the business.
You do a lot for your Massachusetts 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 Massachusetts or something completely different.