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 York 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 New York 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 New York LLC
Before you submit an official resignation to the New York Department of State, you must send notice to your LLC by registered mail. Aside from being required by state law, this is a beneficial practice, as it gives your company plenty of time to plan for a registered agent change so that they can facilitate a smooth transition.
There’s a benefit for you too. After your resignation is processed, you remain on file as the registered agent for 30 days unless your appoints a new agent in that time. If your LLC has the time to get a replacement lined up, you can hand off your duties sooner.
Submitting Your Resignation
After you’ve broken the news to your LLC, you’re ready to get your official resignation on record. There’s a different form for each type of business, so make sure that you download the one for LLCs (domestic or foreign).
It only asks for a few pieces of information and can be completed electronically using a PDF editor like Adobe Acrobat or printed and handwritten. When you sit down to complete the form, here’s what you’ll need to include:
- The LLC name
- The date that the LLC filed its original Articles of Organization
- Confirmation that you sent a prior notice to the LLC
- Your signature
- The filer’s name and mailing address
Filing a resignation will set you back $20, and you can pay this fee with a check or money order made out to “New York Department of State,” credit card (if you include a Credit Card Authorization form). If submitting by mail, send your form and payment to:
Department of State
Division of Corporations, State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave.
Albany, NY 12231-0001
If you happen to live near Albany and would prefer to drop it off in person, you can do that at the same address.
As mentioned earlier, after the Department of State processes your resignation, you remain on file as the LLC’s registered agent for 30 days unless the company brings on a replacement sooner. Standard processing time is seven business days, but if you’re in a hurry you can choose one of three expedited processing options: 24-hour ($25), same-day ($75), or two-hour ($150). The expedited service fee must be separate from the filing fee, and you must indicate “Expedited Processing” on the envelope.
Handing off Your Responsibilities
When you put down your registered agent responsibilities, someone else has to pick them up, but New York has some unique registered agent requirements.
Every New York LLC must designate the Secretary of State as its agent for service of process. This means that the Secretary of State will receive all service of process, then forward it to the appropriate company. An LLC may also have a registered agent to receive these notices, but it isn’t required. When your company transitions after your resignation, they can appoint a new agent or simply use the Secretary of State.
If they do bring on a new agent, that person or business entity must meet New York’s registered agent requirements. They must:
- Be an individual resident of New York or a corporation authorized to do business in the state
- Have a physical New York address (P.O. boxes aren’t allowed)
- Have a mailing address in New York
- Be authorized to do business in the state, if a foreign entity
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 York 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 York or something completely different.