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 Minnesota 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 Minnesota 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 Minnesota LLC
The first step in resigning is letting your LLC know. Minnesota state law requires that you send a copy of your official resignation to the company before delivering it to the Secretary of State. This isn’t good just because it keeps you in compliance with the law though; it also gives them plenty of time to change their registered agent, so that they don’t get hit with fines and penalties.
This helps you too. After the state processes your resignation, you retain your duties for 30 days unless the LLC appoints a replacement sooner. If they already have someone lined up, you’ll be off the books right away.
Submitting Your Resignation
Before you send notice to your company or the state, you’ll need to draft a formal statement of resignation. The Secretary of State doesn’t have a standard form, so you will need to create your own. Here’s all the information you must include:
- The LLC name (exactly as it appears in the Secretary of State records)
- Your name and address
- A statement of resignation
- Confirmation that a copy has been sent to the LLC at its principal office
- Your signature
First, make sure that you’ve mailed a copy to your LLC’s principal office address. Then you’re ready to submit a copy to the state. You can deliver it by mail for a $35 fee or in person for a $55 fee. For mail, include a $35 check made out to “Minnesota Secretary of State” and send it to:
Minnesota Secretary of State
Business Services Division
60 Empire Dr, Suite 100
Saint Paul, MN 55103
Hand delivered forms can be dropped off at the same address with the $55 fee paid by check, money order, cash, or credit card.
As mentioned earlier, your name will remain on file as the LLC’s registered agent for 30 days after your resignation is processed unless the LLC appoints a new agent sooner. Typical processing time for the Secretary of State’s office is 1-2 business days.
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 Minnesota business entity that goes 60 days or more without a valid registered agent on file can be administratively dissolved. This is why it’s important to facilitate a smooth transition by giving your LLC ample time to change its agent.
Any replacement that your LLC brings in must meet Minnesota’s registered agent requirements. As a reminder, all Minnesota registered agents must:
- Be an individual resident of Minnesota or a corporation authorized to do business in the state
- Have a physical Minnesota address (P.O. boxes aren’t allowed)
- Have a mailing address in Minnesota
- Be authorized to conduct business in the state, if a foreign entity
- Be available at the registered office address during business hours to accept mail and service of process.
An LLC might find it easiest to appoint one of its own members as registered agent and, while this is allowed, sometimes it’s best to outsource those duties to a professional service.
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 Minnesota 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 Minnesota or something completely different.