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 Virginia 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 Virginia 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 Virginia LLC
The State Corporation Commission’s resignation process only requires that you inform your LLC “on or before the business day following the day on which the statement is filed.” Still, notifying the company a little earlier – before you file with the state – can make the process smoother for everyone involved. Giving advance warning will allow your LLC more time to plan for a registered agent change and avoid the penalties for operating without an agent.
It will also help you hand off your responsibilities sooner. Even after you file your resignation, you’ll remain on file as the LLC’s registered agent for 31 days unless they appoint a replacement sooner. If they have extra time to get someone lined up, you can transition out of your role right away.
Submitting Your Resignation
In order to officially get the ball rolling with your resignation, you’ll need to get your hands on a copy of the “Statement of Resignation of Registered Agent.” There are two ways to file this form: online and with a hard copy.
If you’re looking to resign as soon as possible, filing online is the quicker method. Go to the SCC’s eFile portal and click the “Get Started” button under “Existing Businesses.” On the next page, select “Registered Agent Resignation,” enter the company’s SCC ID (or name if you don’t know the ID) and you’ll be off and running.
- Your name
- The LLC’s name
- The LLC’s SCC ID
- 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. To file by mail, send the form to:
Clerk of the State Corporation Commission
P.O. Box 1197
Richmond, Virginia 23219
Live in Richmond? You can also hand-deliver it to the 1st floor of the Tyler Building at 1300 East Main St., Richmond, Virginia 23219.
Online filings are processed right away, while mailed or in-person submissions can take 1-3 weeks. As mentioned above, your resignation will not take effect until 31 days after it’s been processed unless your LLC brings on a new agent sooner. Just be aware that you may continue receiving service of process for up to one 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. After you resign and wait the requisite 31 days, you’ll be off the books. If your LLC hasn’t appointed a replacement by that time, the clock starts ticking. Any Virginia company that goes 30 or more days without a valid registered agent will have its authority to transact business canceled.
No matter who the LLC appoints as your successor, they meet Virginia’s registered agent requirements, which means they must:
- Be an individual or business entity residing in Virginia
- Have a physical Virginia address (P.O. boxes aren’t allowed)
- Have a mailing address in Virginia
- Be authorized to transact business in the state, if a foreign entity
An LLC can assign registered agent duties to one of its individual members, but outsourcing them to a professional service can save time and reduce stress.
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 Virginia 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 Virginia or something completely different.