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 New Jersey 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.
The good news is that resigning from your New Jersey LLC registered agent role 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.
Time Saving Hack: You can resign as registered agent, get all state paperwork taken care of and have a replacement agent when you hire an online registered agent service.
Notifying the New Jersey LLC
Giving your LLC advance notice of your resignation isn’t just courteous, it’s required by New Jersey state law. Before submitting your official resignation to the Division of Revenue and Enterprise Services, you must send a notification by certified mail to your company. This is to ensure that your LLC has enough time to plan for a change of registered agent and avoid penalties for operating without one. Then, after you receive a return receipt, you can go ahead and send you resignation to the state.
Submitting Your Resignation
There are several different forms for registered agent resignations, different ones for each business type and for whether or not you’re appointing your own replacements. So, make sure that you complete and submit the correct form, or else your resignation won’t be processed.
Find the LLC-specific forms on the Division of Revenue & Enterprise Services PDF Forms page. Before choosing one, you need to decide if you will be appointing your own replacement or if you’ll leave that up to the LLC. If you will be appointing a successor, choose Form L-121 and include the following information:
- Your name and address
- The name and address of your successor
- The names of all affected LLCs
- Your signature
Plus, you must attach statements from each affected LLC approving the new agent. But if you won’t be appointing a replacement, select Form L-123 and enter this information:
- The LLC name
- Your name and address
- State where you formed the LLC
- Certified mail number from the notice previously sent to the LLC
- City/state of the post office where you sent the certified mail
- Name and address of LLC member/manager to whom you sent the notice
- Date you mailed the notice
- Your signature
The fee for resignation is $25 if you’re not appointing a successor, and $25 plus $10 per entity if you are appointing one. When you’re ready to submit your form and payment, you have four options: online, by mail, by fax or in person.
Online: At the bottom of each form, there are buttons to add attachments and open the Central Forms Repository. Fill your form out using a PDF editor like Adobe Acrobat, and make sure you’ve attached all appropriate documents. After accessing the Central Forms Repository, you will need to create an account (if you haven’t already). Once you’re logged in, follow the instruction to submit your form and credit card payment.
Mail: Print your form with the necessary attachments. Then mail them, along with a check (made out to “Treasurer, State of New Jersey”), to the Corporate Filing Unit at P.O. Box 308, Trenton, NJ 08625.
Fax: Send your forms and attachments to (609) 984-6851
In Person: Print your forms and attachments, then deliver them, with your payment, to 33 West State St., 5th Floor, Trenton, NJ 08608.
If you’ve appointed a replacement, that change will take effect as soon as your resignation is processed. If you haven’t, you will retain your registered agent duties for 30 days unless your LLC brings on a new agent sooner.
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 New Jersey business entity that goes 30 days or more without a valid registered agent can be administratively dissolved by the state and no longer able to do business.
If you’re appointing your own replacement, it’s important to remember New Jersey’s registered agent requirements. Every registered agent must:
- Be an individual resident of New Jersey or a corporation authorized to do business in the state
- Have a physical New Jersey address (P.O. boxes aren’t allowed)
- Have a mailing address in New Jersey
The registered agent should also be available to receive service of process at the registered office address during regular business hours.
While these requirements leave you with a lot of options, 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 New Jersey 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 New Jersey or something completely different.