There are a number of reasons you might need to change your Massachusetts LLC’s resident agent. Maybe your designated resident 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 resident agent responsibilities.
Whatever your reason may be, changing a resident agent in Massachusetts 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 Massachusetts has certain requirements for changing your LLC’s resident agent. Any LLC looking to change its resident agent must submit a Statement of Change either digitally or on paper. Paper filings incur a $25 fee, but online filings do not.
The Secretary of the Commonwealth’s LLC Information page has additional instructions about resident agent changes, along with other necessary LLC documentation.
You can’t pick just anyone to be a resident agent for your LLC. The state of Massachusetts puts certain restrictions on who can serve as one. If you’re choosing or changing your resident agent, keep these requirements in mind. The resident agent in Massachusetts must:
* If your resident agent is a foreign business entity, it must be authorized to transact business in Massachusetts.
Your former Massachusetts resident agent is out the door, and your new one is lined up. Now you just need to put the change into action. You have two options.
The first option is through the Corporations Online Filing System. Going digital is the quickest, easiest, and cheapest route (remember, there is no fee to file online). Simply log in using your Customer ID Number and PIN (email the Secretary of the Commonwealth at email@example.com if you don’t have this info). Select the “change of resident agent” option from the list, and follow the instructions.
Your second option is to use a “Statement of Change of Resident Agent/Resident Office.” Your new agent will need to sign this form to give consent for the appointment. Use Adobe Acrobat or a similar program to type our your information, as the Secretary of the Commonwealth’s office will not accept handwritten forms. After you’ve finished filling it out, mail it, along with your $25 payment, to:
Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston, Massachusetts 02108-1512
Are you a Bostonian? You can also hand deliver the form to the same address. Or, you can fax it to 617-624-3891. Walk-ins and faxes also require a $25 fee, and faxes need to include a Fax Voucher Cover Sheet.
Unfortunately, you can’t change your resident agent just by updating the information on your annual report or Certificate of Organization. You must use one of the methods outlined here.
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! For paper submissions, you should see your change within 3-5 business days. If you filed online, your document will be processed immediately.
Think of your resident agent as a mediator between you and the state of Massachusetts, the person or business entity that handles some of your most important paperwork.
In case you thought the resident agent was just a formality, look at the documents they handle:
A lot of important stuff. Which is why a reliable resident agent is essential to every Massachusetts business owner.
By handling high-priority and sensitive documents on your behalf, your resident agent takes care of your communications with the state, so you can spend more time building your business.
Plus, if you operate a Massachusetts small business from out of state, a trustworthy resident 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 Massachusetts resident agent, consider using a resident agent service. These companies provide you a reliable, professional resident 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 service,” 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 rated registered agent services. 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 Massachusetts resident agent role, but only one way to resign.
Resident 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 Massachusetts 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.
According to the Massachusetts General Laws, you must send a copy of your resignation to your LLC after submitting the original to the Secretary of the Commonwealth. You aren’t required to inform them beforehand. However, reaching out before you submit your official resignation can be beneficial to everyone involved. Giving advance notice will allow your LLC plenty of time to plan their resident agent change so that they can avoid any penalties.
On your end, the law states that your name will remain on file as resident agent for 31 days after you resign unless your company appoints a replacement sooner. If the LLC already has someone lined up, you’ll be able to pass off your duties right away.
You may have already informed your LLC, but that doesn’t mean your resignation is in effect. To be officially removed from resident agent duties, you must file a “Statement of Resignation of Resident Agent” with the Secretary of the Commonwealth.
You may submit this form either online or by mail/fax. For online filing, go to the Corporations Online Filing Systems and enter your Customer ID and PIN to get started. If you prefer a paper form, download one here. For either method, you’ll need the following information:
If you’re filing by mail, complete the cover sheet on page two of this form. Paper filings require a $25 fee, payable by check (made out to “Commonwealth of Massachusetts”). Mail your documents and payment to the Secretary of the Commonwealth, Corporations Division at One Ashburton Place, 17th floor, Boston, MA 02108-1512. Or fax them to (617) 624-3891.
There is no fee for online filings.
Standard processing time for mailed documents is 2-4 business days, for faxed ones is one day, and online filings are processed immediately. But your resignation doesn’t take effect right away. You will retain your duties for 31 days after your Statement of Resignation is processed unless your LLC appoints a replacement sooner.
When you put down your resident 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 resident agent coverage can result in severe penalties. While Massachusetts law doesn’t directly address the consequences of operating without a resident agent, agent information is part of filing the Annual Report. If you fail to file a complete Annual Report, your LLC will lose its good standing with the state. Failure to file two Annual Reports in a row will result in administrative dissolution.
Anyone that the LLC names as your replacement must meet Massachusetts’s resident agent requirements. They must:
It might seem easy for an LLC to assign resident agent duties to one of its members, and while this is allowed, sometimes it’s best to outsource those responsibilities completely, giving them to a professional instead.
We recommend using a resident agent service, which can take over resident agent duties, freeing up more time for the LLC’s managers to focus on running the business.
You do a lot for your Massachusetts 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 Massachusetts 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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