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 Pennsylvania registered agent role, but only one way to resign.
The Pennsylvania Department of State doesn’t require its businesses to maintain a registered agent name on file, only a registered office address. Whoever manages and/or resides at this office will be responsible for service of process for the company, effectively the “registered agent.”
Registered agents and offices 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.
Despite the consequences, resigning from a Pennsylvania LLC is quick and 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.
Quick Note: The most simple way to resign as a registered agent in Pennsylvania 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 Commonwealth.
Notifying the Pennsylvania LLC
You’re not required by Commonwealth law to tell your LLC before changing the registered office. Rather, you must notify them promptly after filing a “Statement of Change of Registered Office” with the Department of State. In some cases, though, it’s beneficial to inform them beforehand. If you’re terminating the registered office without submitting a new one, the LLC will need to register one themselves. Giving advance notice will give the company more time to line up a new registered office and facilitate a smooth transition.
Submitting Your Resignation
Since the Department of State doesn’t keep registered agent names on file, only registered office addresses, there is no form for a registered agent resignation. Instead, you’ll file a “Statement of Change of Registered Office by Agent” form, submittable online or on paper.
To file online – usually the quicker option – navigate to the PENN File portal. You will need to create an account if you don’t already have one. Once you’ve logged in, select the appropriate filing and follow the onscreen prompts to complete it. You can pay the $5 fee using a credit or debit card.
- Enter your return postal address or email address.
- Enter the LLC name (#1) and your name (#2).
- If you’re appointing a replacement agent, enter their name on #3.
- If you’re changing the registered office address, enter the current address on #4 and the new address on #5.
- If you’re simply terminating your status as the provider of the registered office, check the box on #6 and enter the LLC’s last-known address on #7.
The filing fee isn’t expensive, only $5, and you can pay it with a check made out to “Pennsylvania Department of State.” Mail the check and your completed form to:
Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722
As soon as your filing is processed, the termination or change of registered office will take effect. Standard processing time is 5-10 business days. If you don’t have that kind of time, you can choose one of three expedited service options: same-day processing ($100), three-hour processing ($300), or one-hour processing ($1,000). Before you know it, you’ll be off the books and onto your next endeavor.
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 Commonwealth. Help your LLC keep its momentum by carefully planning your transition.
This starts with finding a registered office that’s available right away. Even a small gap between registered offices can result in severe penalties. Every Pennsylvania LLC is required to keep a valid registered office address on file, or the commonwealth can administratively dissolve them. This is why it’s important to communicate with your company about registered office address changes and/or termination.
Any new registered office provider your LLC appoints must meet Pennsylvania’s registered office provider requirements. They must:
- Be an individual resident of Pennsylvania or a corporation authorized to do business in the Commonwealth
- Have a physical Pennsylvania address (P.O. boxes aren’t allowed)
- Have a mailing address in Pennsylvania
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 Pennsylvania 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 Pennsylvania or something completely different.