This guide will outline what you need to know about changing a registered agent in Georgia and how to get started when you’re ready.
You formed your Georgia LLC. You did the paperwork. You started operating your business.
And now, for one reason or another, you need to change your registered agent. No worries, we’ve got you covered.
There are a number of reasons you might need to change your Georgia 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 Georgia 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 Georgia has certain requirements for changing your LLC’s registered agent. The only way to make this change is by filing or amending your Annual Registration (same as an annual report). There is no separate form for a registered agent change.
Each year, you’re required to file your Annual Registration online or by mail between January 1 and April 1. To change your registered agent after you’ve already submitted your Annual Registration, simply file it again with the necessary changes and pay another fee.
The Secretary of State’s Commonly Asked Questions page, Annual Registration user guide, and Georgia Code, Sec. 14-11-209 all provide additional insight.
You can’t pick just anyone to be a registered agent for your LLC. The state of Georgia 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 Georgia must:
* If your registered agent is a foreign business entity, it must be authorized to transact business in Georgia
Since the Annual Registration is the primary vehicle for LLC changes in Georgia, this is what you’ll need to change your registered agent. The state requires all LLCs to file an Annual Registration each year, but for changes that fall outside the January 1 – April 1 filing window, you’re welcome to file as many registrations as you’d like to make additional changes.
Filing online through the Secretary of State’s eCorp system is the only way to do it. But have no fear; the state provides a step-by-step set of instructions (with photos!) for how to file on eCorp. Follow that document exactly and you’ll have no issues. They even offer a mobile app for Apple and Android so you can make changes to your LLC on the go.
For quick reference, here’s the information you’ll need to have on hand:
There is a $50 fee to file an Annual Registration. You’ll need to pay this fee each time you file a new form. Payment options include Visa, Mastercard, America Express, and Discover.
You cannot successfully change your registered agent by updating your Articles of Organization. Some states allow this, but the only option in Georgia is on your Annual Registration.
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 good to go! Processing times for the Secretary of State are usually around 5-7 days, although they can increase as high as 12 during peak filing times. Or, you can pay an extra $50 fee for 2-day expedited processing.
Think of your registered agent as a mediator between you and the state of Georgia, 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 Georgia 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 Georgia 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 Georgia 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 Georgia 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 Georgia 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.
Because registered agents handle such important responsibilities, your LLC will appreciate some advance notice of your resignation. Not only is giving early notice courteous, but it’s also mandated by the state. You must send a copy of your Statement of Resignation to the company prior to filing it with the Secretary of State (see Georgia Code § 14-2-503).
By reaching out in advance, you give your LLC time to come up with a transition plan for changing their registered agent. This way, they won’t get hit with fines and penalties for failing to maintain an agent.
The official form you’ll need to send to your LLC and the Secretary of State’s office is the “Statement of Resignation.” Download it from the Corporations Division Forms page.
The form won’t take you too long; it only requires the following information:
By signing the Statement of Resignation, you’re also confirming that you sent a copy to your LLC before submitting it to the state.
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. Once you’ve completed the form, mail it off to:
Office of Secretary of State
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, GA 30334
You also have the option to resign online using the Georgia Secretary of State eCorp website. You’ll still need to send a notification to your LLC beforehand, so don’t forget that step.
Even after you resign, you’ll stay on record as the designated registered agent for 31 days, unless your LLC appoints your replacement sooner. Just remember that you may still receive documents and service of process in the month after you officially 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. If your LLC takes more than 60 days to change their registered agent after you resign, they can be administratively dissolved by the state. This is why it’s important to establish a transition plan before you take off.
Once you’ve nominated a replacement, confirm that they meet Georgia’s registered agent requirements. They must:
One of the LLC’s members or managers may serve as the registered agent, but the LLC itself may not. However, sometimes it’s best for a company to hire a professional agent instead.
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 Georgia 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 Georgia 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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