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 Texas 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 Texas 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 Texas LLC
The first step in your resignation process is breaking the news to your LLC. The Texas Business Organizations Code, Section 5.204 says that a registered agent must send notice to the business entity prior to submitting a formal resignation with the Secretary of State. This is to ensure that the LLC has enough time to plan its registered agent change and avoid potential penalties. With extra time to develop a succession plan, the LLC can facilitate a smooth and quick transition as you pass off your responsibilities to your replacement.
Submitting Your Resignation
Alright, you’ve sent written notice to your LLC. Now you must submit your resignation to the Secretary of State within 11 days. The clock is ticking! So go to the S.O.S business forms page and download a “Statement of Resignation of Registered Agent.”
Fill out the form using a PDF editor like Adobe Acrobat or dark ink. Here’s the information it requires:
- The LLC name
- The entity file number
- The address where you sent written notice to your LLC
- The date you gave written notice to your LLC
- Your signature
Finished? You’ll need to submit two copies to the Secretary of State. There’s no filing fee, so no payment is required. You can deliver your documents via mail, fax or in person.
Mail: Send your documents to P.O. Box 13697, Austin, TX 78711-3697
Fax: Send your documents to (512) 463-5709
In-person: Hand deliver your documents to the James Earl Rudder Office Building at 1019 Brazos, Austin, Texas 78701
Standard processing time for the Secretary of State’s office is 5-7 business days, but if you’re in a hurry, you can request next-day expedited processing for $25. After your resignation is processed, you’ll remain on file as the LLC’s registered agent for 30 days unless the company appoints a replacement sooner. So don’t skip town just yet; you may receive 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. As soon as an LLC is without a registered agent (after you’re off the books), the Secretary of State will send out a notice, and if the LLC hasn’t acquired a new agent within 90 days of the notice, it will be administratively dissolved.
No matter who the LLC appoints as your replacement, they must meet Texas’ registered agent requirements, meaning they must:
- Be an individual resident of Texas or a corporation authorized to do business in the state
- Have a physical Texas address (P.O. boxes aren’t allowed)
- Have a mailing address in Texas
- Be available at the registered office address during regular business hours
An LLC cannot serve as its own registered agent in Texas, but one of its individual members can. Even so, it can save a company time and stress to outsource those requirements 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 Texas 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 Texas or something completely different.