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 Oregon 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 for you is that resigning from your Oregon LLC is a fairly easy process.
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.
Quick Note: The most simple way to resign as a registered agent in Oregon is to hire a service like Northwest Registered Agent to handle the paperwork and process for you. Plus, they’ll actually take over the LLC registered agent responsibilities so the business never falls out of good standing with the state.
Notifying the Oregon LLC
Oregon state law (ORS 554.086) requires that you inform your LLC of your resignation at the same time or before you file your official resignation document with the Secretary of State. While it’s not required, it’s often beneficial to everyone involved if you give advanced notice rather than right when you file with the Secretary of State. This will give your LLC ample time to plan for a registered agent change and avoid potential penalties.
It also helps the change happen quicker on your end. After your resignation is processed, you retain your registered agent duties for 30 days unless your LLC appoints a replacement sooner. If the LLC has enough time to get a new agent lined up, it will reduce the amount of time you need to continue your duties.
Submitting Your Resignation
Your mind might be on your next business or project, but before moving on, you need to submit your formal resignation to the Oregon Secretary of State. There is no official form, so you’ll need to create your own. It must be typewritten and include the following information:
- The LLC name (exactly as it appears on the Secretary of State’s records
- Your name and address
- A statement of your resignation
- A statement that the registered office is discontinued (optional)
- Your signature
That wasn’t so bad. And what’s even better is that there’s no filing fee, so put your checkbook away – you won’t need it. Now you’re ready to resign. Mail or hand-deliver your statement to:
Oregon Secretary of State
Public Service Building
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
If you prefer to fax, you may also send it to (503) 378-4381.
The Secretary of State keeps continuously-updated processing times available on its Business homepage. Typically, it takes 5-7 days to process a submission. As mentioned earlier, your resignation will take effect 30 days after it’s processed unless your LLC appoints a replacement 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. Your LLC will receive a notice from the state as soon as your resignation takes effect. At that point, it has 45 additional days to change its registered agent, or it will be administratively dissolved and unable to conduct further business in Oregon.
As a reminder, any agent the LLC appoints has to meet Oregon’s registered agent requirements. They must:
- Be an individual resident of Oregon or a corporation authorized to do business in the state
- Have a physical Oregon address (P.O. boxes aren’t allowed)
- Have a mailing address in Oregon
- Be available at the registered office address during general business hours
An LLC is allowed to designate one of its individual members as its registered agent, but sometimes it’s easier to outsource those responsibilities 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 Oregon 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 Oregon or something completely different.