Whether we’re talking weather, vacations, or bags of potato chips, all good things must come to an end, and that includes statutory agent duties. There are numerous reasons you might need to give up your Ohio statutory agent role, but only one way to resign.
Statutory 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.
But don’t worry. Resigning from your Ohio LLC is fairly 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 Ohio LLC
Before you file your formal resignation with the Secretary of State, Ohio state law (Revised Code 1701.07) requires that you send a copy to your LLC. This is to ensure that the company has ample time to plan a statutory agent change and avoid the penalties for operating without one. By helping to develop a succession plan, you’re facilitating a smooth transition and quick turnaround.
After you send notice to the LLC, you can begin the official resignation process through the Secretary of State’s office. You’ll be off the books in no time.
Submitting Your Resignation
The first thing you should do after breaking the news to your LLC is navigate to the Secretary of State Filing Forms & Fee Schedule page. There, you’ll find the “Statutory Agent Update” form, and two options for submitting it: online and using a hard copy.
For online filings, follow the onscreen instructions to complete the form. Here are steps for completing the paper form:
- On the Cover Letter (page 1), provide your name and contact information. This is also where you can choose one of three expedited service options.
- On page 2, check “LLC” in box #3 (“Resignation of Agent”)
- Skip down to the bottom of page 3 and enter your mailing address in the box that says “Complete the information in this section if box (3) is checked.”
- Sign the form and make sure that it’s also signed by a manager or member of the LLC.
There’s a $25 fee for either filing method. Online, you’ll be prompted to enter your credit card information. By mail, you’ll want to send a check or money order made out to “Ohio Secretary of State.” Include the check with your documents and mail them to:
Office of the Ohio Secretary of State
P.O. Box 788
Columbus, OH 43216
If you selected one of the expedited service options, send them instead to P.O. Box 1390, Columbus, OH 43216 instead.
Regular processing time for the Secretary of State’s office is 3-7 business days. But if you don’t have that much time, you can choose one of three expedited processing options: two-day service for $100, one-day service for $200, or four-hour service for $300.
No matter how quickly your resignation is processed, it won’t take effect right away. Your name will remain on file as the LLC’s statutory agent for 30 days after you officially resign unless the LLC appoints your replacement sooner. If it’s a foreign LLC, that it takes 60 days instead. Just keep in mind that you may continue to receive service of process for one or two months after you resign.
Handing off Your Responsibilities
When you put down your statutory 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 statutory agent coverage can result in severe penalties. A business entity that is without an agent will receive a notice from the state, at which point it has 30 days to appoint a new one. If it fails to do so, the state will cancel its Articles of Organization and it will no longer be able to conduct business in the state.
Any agent appointed by your former LLC must meet Ohio’s statutory agent requirements, which means that they should:
- Be an individual resident of Ohio or a corporation authorized to do business in the state
- Have a physical Ohio address (P.O. boxes aren’t allowed)
- Have a mailing address in Ohio
- Be present at the registered office address during regular business hours
In Ohio, LLCs are allowed to assign statutory agent duties to their individual members, although often, outsourcing those responsibilities to a professional service can save time and stress.
We recommend using a statutory agent service, which can take over statutory agent duties, freeing up more time for the LLC’s managers to focus on running the business.
You do a lot for your Ohio 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 Ohio or something completely different.