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 Tennessee 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 Tennessee 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 Tennessee LLC
Before getting your office resignation underway, you must send a copy of your official resignation, by certified mail, to your LLC (Tennessee LLC Act § 48-249-111). This serves multiple purposes. It allows the LLC more time to plan its registered agent change and develop a transition plan, thereby avoiding potential penalties. And on your end, if the LLC has the time to line up a replacement, it will help you hand off your responsibilities sooner.
When filing your formal resignation with the Secretary of State, you will need to confirm that notice has been sent to your LLC.
Submitting Your Resignation
Informing your LLC is an essential part of the process, but it’s not the one that officially sets your resignation in motion. To do that, you must submit the official registered agent resignation document to the Secretary of State. Find this form on the S.O.S. Limited Liability Companies page.
Got the form? Time to complete it. You can use a PDF editor (like Adobe Acrobat) or dark ink to fill in the following information:
- The LLC name
- Confirmation of your resignation
- Whether or not the registered office is discontinued
- Confirmation that you have delivered a copy to your LLC
- Your signature
There is a $20 filing fee to resign, and you can pay it with a check made payable to “Tennessee Secretary of State.” Include the payment with your document and mail them to:
Department of State
312 Rosa L. Parks Ave.
6th Floor, William R. Snodgrass Tower
Nashville, TN 37243
Live in Nashville? Feel free to drop off your form and payment in person instead.
As soon as your filing is processed, your name will be off the books and you’ll no longer be responsible for your registered agent duties. By this point, your LLC should have a replacement ready to go.
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. Any Tennessee business that goes more than 60 days without a valid registered agent on file will have its charter revoked. So, after you submit your resignation, your former LLC must appoint your replacement within two months.
Whoever the LLC brings on as its new agent must meet Tennessee’s registered agent requirements, which means they must:
- Be an individual or business entity residing in Tennessee
- Have a physical Tennessee address (P.O. boxes aren’t allowed)
- Have a mailing address in Tennessee
- Be authorized to do business in the state, if a foreign entity
- Be available at the registered office address during regular business hours
In Tennessee, an LLC can be its own registered agent, as can one of its individual members. But it can save time and reduce stress 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 Tennessee 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 Tennessee or something completely different.