There are a number of reasons you might need to change your California LLC’s registered agent. Maybe your designated registered agent moved out of state, left the company, or no longer wants the responsibility. Maybe you had assigned the job to yourself, and you no longer want your address on public record. Maybe (hopefully) your business has expanded so much that you no longer have time to handle the registered agent responsibilities.
Whatever your reason may be, changing a registered agent in California might seem like a daunting task, with a mountain of paperwork and legal proceedings involved. However it’s actually quite simple, and this guide will help make the process quick and painless.
A quick note to avoid potential confusion: what California calls the “agent for service of process” on its Secretary of State website and documents, you may see other states call a “registered agent” or “statutory agent.” Know that these terms are synonymous and all three have the same position and responsibilities.
That said, the state of California has certain requirements about changing your LLC’s agent for service of process. Your ticket to a new agent is Form LLC-12, otherwise known as a “Statement of Information.” You can find it, along with detailed instructions for its completion on the California Secretary of State’s Forms, Samples, and Fees webpage. You may submit this form online, or by mailing it to the Secretary of State’s office.
There’s a ton of great information about California’s agent for service of process procedures on the S.O.S. website’s FAQ page.
You can’t pick just anyone to be a registered agent for your LLC. The state of California puts certain restrictions on who can serve as one. If you’re choosing or changing your registered agent, keep these requirements in mind. The registered agent in California must:
* If your registered agent is a foreign business entity, it must be authorized to transact business in California
In order to change your registered agent in California, you must file a Statement of Information. This is the same form whether you’re a domestic or foreign LLC. It’s a multipurpose form that California requires all LLCs to file within 90 days of formation and every two years after that. However, you’re also allowed to submit a new one at any time to notify the state about agent for service of process or other changes.
When you do your required 90-day and biennial Statement of Information filings, there is a $20 fee attached. But any time you submit this form to change your LLC information in between required filings, you do so free of charge.
Your filing options are online, by mail, or in person and all three have the same fee structure. To submit via mail, download and complete the form, then send it to:
Secretary of State, Statement of Information Unit
P.O. Box 944230
Sacramento, CA 94244-2300
Or, if you’re local to Sacramento and feel like getting out and about, you can hand deliver it to the Secretary of State’s office at:
1500 11th Street
Sacramento, CA 95814
If you aren’t near Sacramento and don’t want to wait for your form to arrive by mail, you have another option. Filing online is the quickest and easiest way to get it done. Just click the computer icon next to the Statement of Information form and follow the onscreen instructions.
In certain states, you can change you agent for service of process by updating your Articles of Organization or annual report. Unfortunately, California does not allow you to make the change by updating your Articles of Organization. However, your biennial Statement of Information filings serves as your “annual report,” and you can also change your agent during that process.
If you’re too busy, or if you’d feel more comfortable letting someone else take the reins, you have the option of hiring a company or individual to file your paperwork for you. It’s a great way to save time and stress.
Submit your form? Pay your fee? You’re on your way to a new agent for service of process. If you want to know when to expect the change, the Secretary of State website updates their processing times on a day-to-day basis, and you can find them here.
Think of your registered agent as a mediator between you and the state of California, the person or business entity that handles some of your most important paperwork.
In case you thought the registered agent was just a formality, look at the documents they handle:
A lot of important stuff. Which is why a reliable registered agent is essential to every California business owner.
By handling high-priority and sensitive documents on your behalf, your registered agent takes care of your communications with the state, so you can spend more time building your business.
Plus, if you operate a California small business from out of state, a trustworthy registered agent is especially important, as the state requires a local contact for your LLC. Having this contact ensures your company will receive and respond to time-sensitive documents, so you won’t miss filings and get hit with penalties.
If you’re unsure where to find a good California registered agent, consider using a registered agent service. These companies provide you a reliable, professional registered agent so you can have peace of mind knowing you won’t ever miss a filing, tax deadline, or state correspondence.
Sure, you can jump online, search “registered agent services,” and get a ton of results. But the truth is that not all of these services are trustworthy. So, we’ve done some research for you. If you want to know you’re getting a top-quality registered agent, take a look at our comparison guide on the best registered agents. Many of these providers can also form an LLC for you if you’re needing a fresh start. ZenBusiness and Northwest are two very well known options.
There are numerous reasons you might need to give up your California 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 California 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.
You aren’t required by California law to contact your LLC directly regarding your resignation – the Secretary of State will send them a copy of your official letter. But if you reach out beforehand, you can help them establish a solid plan to change their agent for service of process. That way, after you leave, they won’t risk losing their good standing with the state.
After you’ve spoken with your LLC and feel comfortable with their transition plan, you can proceed to file official documentation with the Secretary of State.
You’re only one form away from moving on to your next business or project; that form is the “Resignation of Agent for Service of Process” (Form RA-100). You can find it under “Other Business Filings” on the Secretary of State’s “Forms, Samples and Fees” page.
Pages one and two contain lengthy instructions for how to complete and submit the form. But as a distilled version, here’s the information you’ll need to include:
Attached to the resignation form is a “Mail Submission Cover Sheet.” This is an optional form that makes it easier for the state to reach you regarding your filing. Got everything? Now you’re ready to submit. To file by mail, send your form(s) to:
Secretary of State
Business Entities Filings Unit
P.O. Box 944260
Sacramento, CA 94244-2260
If you live in Sacramento or happen to be passing through, you may also drop your form off in person. There is no fee for mailed documents, but if you hand deliver it, you must include a $15 counter drop off fee, payable by check (made out to Secretary of State), money order, or credit card (Visa or MasterCard only). Forms delivered in person will be given priority over mailed ones. Standard processing time for mailed submissions is five business days.
Your resignation takes effect as soon as it’s filed by the Secretary of State’s office. They will send an official notification to your LLC, which will have 30 days to appoint a new agent for service of process. Because this process happens fairly quickly, it’s important to plan it out with your LLC beforehand.
When you put down your agent for service of process 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 agent for service of process coverage can result in severe penalties. A California LLC that goes without an agent for more than 30 days can be administratively dissolved. So, once your LLC receives official notice from the state about your resignation, the clock is ticking. This is why, if you don’t lay out a succession plan beforehand, your LLC could find themselves in trouble.
Once you’ve nominated a replacement, confirm that they meet California’s Agent for Service of Process requirements. They must:
Individual LLC members or managers are allowed to serve as the agent for for their own business, although the LLC itself cannot. If your agent is a foreign business entity, they must be foreign qualified in California plus meet the requirements above.
We recommend using an agent for service of process service, which can take over Agent for Service of Process duties, freeing up more time for the LLC’s managers to focus on running the business.
You do a lot for your California 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 California or something completely different.
If you need a fresh start and would like to form a brand new LLC, there are plenty of services that can take care of this for you. ZenBusiness and LegalZoom are two very popular options.
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