There are a number of reasons you might need to change your Florida 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 Florida 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.
The state of Florida has certain requirements for changing your LLC’s registered agent. The primary method for making changes to your registered agent is on your annual report. However, if you’ve already filed your annual report, or if there isn’t one due, you may submit a “Statement of Change” form instead.
Annual reports can be filed online, but you can only submit a Statement of Change form by mail or in person.
The Florida Department of State’s Division of Corporations has additional information and links to the necessary documents.
You can’t pick just anyone to be a registered agent for your LLC. The state of Florida 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 Florida must:
* If your registered agent is a foreign business entity, it must be authorized to transact business in Florida
As mentioned above, there are two ways to change your registered agent in Florida. The first is by updating your annual report. We recommend this method for three reasons: first, you can file it online, which cuts down processing time. Second, you need to file your annual report every year anyway, so it decreases your paperwork load. Third, the Florida Department of State prefers it.
Florida’s annual report is an online-only form. Go here to get started. The Division of Corporations also offers comprehensive filing instructions and an FAQ page specifically for the annual report. The filing fee for LLCs is $138.75, quite a bit steeper than the $25 fee for a Statement of Change. But because you’re filing an annual report every year, making the change there will save you from paying both fees. Payment options for the annual report include credit card, debit card, check or money order.
The filing window for your annual report is January 1 to March 1 each year. If your need for a new registered agent falls outside this window, you can file a Statement of Change of Registered Office or Registered Agent. Unfortunately, you don’t have the option to file this one online. So, download and complete the form, then mail it to:
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Live near Tallahassee? Feel free to submit your form in person. Deliver it to:
2661 Executive Center Circle
Tallahassee, FL 32301
Florida uses a separate Statement of Change form for foreign LLCs, so double-check that you’re using the correct one. Both forms have a $25 fee, payable by check or money order. Make checks out to “Florida Department of State.”
There you have it. These are your only two options for changing a registered agent in Florida. Some states allow you to make the change by updating your Articles of Organization, but Florida does not.
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? Nice work. You’ll see your change take place soon. The Florida Department of State typically has quick processing times. Annual reports filed online are processed immediately. If you choose to pay by money order, it takes 3-5 days. Statements of Change take 3-5 days (longer during peak periods). Either way, you’ll have your new registered agent on file within the week.
Think of your registered agent as a mediator between you and the state of Florida, 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 Florida 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 Florida 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 Florida 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 is a very well known option.
There are numerous reasons you might need to give up your Florida 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 Florida 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.
Step one in the resignation process is reaching out to your LLC so you can let them know you’ll be leaving. Not only is this notification required by Florida law (Section 607.0502), but it also helps make the transition period easier on everyone involved. You must send a copy of your Statement of Resignation to your company prior to submitting it with the Department of State. But it’s also a good idea to speak more at length with your LLC about changing their registered agent so they can avoid penalties after you leave.
First, navigate to the Florida Department of State’s LLC Forms page. There, you’ll find one called “Resignation of a Registered Agent”.
This form has two parts: the Statement of Resignation and a Cover Letter. You must complete and submit both or your filing will be rejected.
Cover Letter: This page is fairly straightforward. It’s mainly to ensure expediency in the filing process and only requires your personal contact information (name, LLC name, address, email, and phone number).
Statement of Resignation: The statement itself is also pretty simple. Just enter your name, the name of your LLC, the LLC’s Document Number (if known), and your signature, and that’s it! By signing the document, you’re also confirming that a copy was previously mailed to the company.
Unfortunately, resigning isn’t free. At the time of your resignation, if your LLC is active, it costs $85. If the LLC has been dissolved or withdrawn, the fee is $25. Include a check, made payable to “Florida Department of State,” with your forms, and mail it all to:
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Average processing time for the Florida Department of State is 3-5 business days. After your resignation is processed, your name will remain on file as registered agent for 31 days, unless your LLC appoints a replacement sooner, so don’t skip town right away! Be aware that you might still receive documents and service of process for up to one month after you resign.
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. A Florida LLC that fails to maintain a valid registered agent for any amount of time will incur a fine of $5 per day it operated without an agent, up to $500. Further, the LLC will not be able to maintain a lawsuit in Florida courts until it has appointed a registered agent.
Once you’ve nominated a replacement, confirm that they meet Florida’s registered agent requirements. They must:
If your registered agent is a foreign business entity, it must be foreign qualified in Florida and authorized to do business there. An individual member of the LLC can serve as the company’s registered agent, although sometimes it’s easier to let a professional agent or entity take the reins.
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 Florida 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 Florida 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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