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 South Dakota 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 South Dakota 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 South Dakota LLC
The South Dakota Model Registered Agent Act (Section 59-11-15) doesn’t require you to notify your LLC before formally resigning with the Secretary of State. You only have to inform them afterward. But because registered agent is such an important position, your company will appreciate advanced notice. It will give them more time to plan a registered agent change and avoid potential penalties.
It will make your transition smoother too. After the Secretary of State processes your resignation, you will retain your duties for 30 days unless your LLC appoints a replacement sooner. If you give them the time to line up a successor, you can pass off your responsibilities right away instead of waiting a month.
Submitting Your Resignation
Speaking with your LLC is good form, but it isn’t what puts your resignation in motion. To get started with the official process, download a “Statement of Registration” from the Secretary of State Miscellaneous Forms page.
Find it? Now you just need complete it using a PDF editor (like Adobe Acrobat) or in dark ink. It won’t take long. The only pieces of information it needs are as follows:
- The LLC Name
- The LLC Business ID (find it by searching the business name here)
- Your name
- Name and address of the LLC representative to whom you sent (or will send) notice
- Your signature
There’s no filing fee, so the only thing you need to submit is the form itself. When you’re finished filling it out, mail it to:
Secretary of State Office
500 E Capitol Ave.
Pierre, SD 57501
If you haven’t already, don’t forget to mail a copy to your LLC as well. You must do so promptly after you submit it to the Secretary of State.
Standard processing time for registered agent resignations is 3-5 business days. As mentioned earlier, your name won’t come off the record until 30 days after the form is processed unless your LLC brings on a new agent sooner. Just keep in mind that you could still receive mail and service of process for up to a month after you resign.
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. Let’s say your LLC doesn’t have a replacement agent, even after you’ve served the requisite 30 extra days. If it goes 60 more days without a regsitered agent on file, the state will administratively dissolve it.
Any successor that they eventually do appoint must meet South Dakota’s registered agent requirements, meaning that they must:
- Be an individual or business entity residing in South Dakota
- Have a physical South Dakota address (P.O. boxes aren’t allowed)
- Have a mailing address in South Dakota
- Be authorized to do business in the state (if a foreign entity)
- Be generally available during regular business hours at the registered office address
In South Dakota, an LLC is allowed to assign registered agent duties to one of its individual members. But sometimes it’s easiest and less stressful to give those responsibilities to a professional agency instead.
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 South Dakota 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 South Dakota or something completely different.