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 Washington 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 Washington LLC
Washington’s resignation process does not require you to inform your LLC before sending notice to the Secretary of State. State law (RCW 23.95.445) only mandates that you break the news to your company after you’ve officially resigned. That said, it can be beneficial to everyone involved if you let them know beforehand. With additional time to change their registered agent, your company can avoid the fines and other penalties for not having one.
Plus, it can help you pass off your responsibilities sooner. Your resignation doesn’t take effect until 31 days after it’s processed unless your LLC brings on a replacement sooner. If they have time to get a new agent lined up, you could be off the books right away.
Submitting Your Resignation
You might be thinking ahead to new projects or businesses, but you can’t move on until you’ve submitted a formal resignation with the Secretary of State. You can do so one of three ways: online, by mail, or in person. Access all three options from the Corporations Forms page.
Need your resignation processed fast? File it online. Under the Registered Agent Forms section of the Corporations Forms page, you’ll find the “Resignation of Registered Agent.” In the “File Online?” column, click the button to access the filing portal. If you don’t already have an account, you’ll need to create one. Once you’re logged in, follow the onscreen prompts to complete it.
For mailed or in-person filings, download the “Registration of Registered Agent” form and fill it out using a PDF editor (like Adobe Acrobat) or dark ink. Here’s the information you’ll need to complete it:
- The LLC name
- The LLC UBI (Unified Business Identifier) number. Use the Secretary of State’s Business Search function to find the UBI.
- Your name
- Your street address
- Your mailing address (if different from street address)
- Confirmation of your resignation
- Notification address (name and address of LLC representative to whom the S.O.S will send a notice)
- Return address (optional)
There’s no filing fee, stash your checkbook or credit card for now. When you’ve finished the form, mail it to:
Office of the Secretary of State
Corporations & Charities Division
801 Capitol Way S.
Olympia, WA 98504-0234
Or, if you live near Olympia, you’re also welcome to drop it off in person at the same address.
Online filings are processed fairly quickly, often within a few business days, but hard copy filings can take 2-3 weeks. You can expedite the process (two-day processing) for $20 online or $50 on paper. Include a check (made out to “Washington Secretary of State”) with your mailed document, and write “EXPEDITE” on the envelope. As mentioned earlier, you will retain your registered agent duties for 31 days after you resign unless your LLC appoints a replacement sooner. Just be aware that you may 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 you resign and wait the requisite 31 days, but your LLC still hasn’t appointed a new agent. At that point, they have 30 days to do so. Any Washington business entity that goes more than 30 days without a valid registered agent can be administratively dissolved.
No matter who the LLC brings on as a replacement, they must meet Washington’s registered agent requirements, which means they must:
- Be an individual or business entity residing in Washington
- Have a physical Washington address (P.O. boxes aren’t allowed)
- Have a mailing address in Washington
- Be authorized to do business in the state, if a foreign entity
An LLC is allowed to assign registered agent duties to one of its individual members, but instead of adding responsibilities to that person’s plate, outsourcing them to a professional service can be easier.
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 Washington 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 Washington or something completely different.