This guide will outline what you need to know about changing a registered agent in Minnesota and how to get started when you’re ready.
You formed your Minnesota 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 Minnesota 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 Minnesota 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 Minnesota has certain requirements for changing your LLC’s registered agent. Any business entity operating in the state can change its registered agent by filing the appropriate form (Notice of Change of Registered Office/Registered Agent) either on paper or online with the Secretary of State’s Office. There is a $35 fee for mailed forms and a $55 fee for online or in-person submissions.
Official information regarding registered agents and registered offices can be found in the 2018 Minnesota Statutes Section 5.36.
You can’t pick just anyone to be a registered agent for your LLC. The state of Minnesota 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 Minnesota must:
* If your registered agent is a foreign business entity, it must be authorized to transact business in Minnesota.
When you’re ready to file your registered agent change, you have a few options for how to go about it.
If you’re all about efficiency, you’ll want to use the Secretary of State’s online filing system. You can log in by searching for your business name or file number. After you find your account, select the appropriate form and follow the instructions. You’ll be done before you know it.
But sometimes only a paper form will do. If you prefer doing business with hard copies, download the “Notice of Change of Registered Office/Registered Agent” form. Refer to page 2 for detailed instructions on how to complete and submit it. After you’ve finished, you can mail it, along with your $35 payment, to:
Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
If you live near St. Paul, you may also hand deliver your form and payment to the same address.
Filing by mail will cost you $35, and online or in-person $55. This is because online submissions will be processed immediately and in-person ones while you wait, but mailed submissions will take 5-7 business days. Make checks payable to “Minnesota Secretary of State.” If filing online, you will need to pay with a credit or debit card.
You must use one of these methods to change your registered agent. Other states allow LLCs to make this change on their annual reports or Articles of Organization, but Minnesota 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? Then your part is finished. You will see your new registered agent on file soon.
Think of your registered agent as a mediator between you and the state of Minnesota, 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 Minnesota 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 Minnesota 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 Minnesota 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 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 top 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 Minnesota 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 Minnesota 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.
The first step in resigning is letting your LLC know. Minnesota state law requires that you send a copy of your official resignation to the company before delivering it to the Secretary of State. This isn’t good just because it keeps you in compliance with the law though; it also gives them plenty of time to change their registered agent, so that they don’t get hit with fines and penalties.
This helps you too. After the state processes your resignation, you retain your duties for 30 days unless the LLC appoints a replacement sooner. If they already have someone lined up, you’ll be off the books right away.
Before you send notice to your company or the state, you’ll need to draft a formal statement of resignation. The Secretary of State doesn’t have a standard form, so you will need to create your own. Here’s all the information you must include:
First, make sure that you’ve mailed a copy to your LLC’s principal office address. Then you’re ready to submit a copy to the state. You can deliver it by mail for a $35 fee or in person for a $55 fee. For mail, include a $35 check made out to “Minnesota Secretary of State” and send it to:
Minnesota Secretary of State
Business Services Division
60 Empire Dr, Suite 100
Saint Paul, MN 55103
Hand delivered forms can be dropped off at the same address with the $55 fee paid by check, money order, cash, or credit card.
As mentioned earlier, your name will remain on file as the LLC’s registered agent for 30 days after your resignation is processed unless the LLC appoints a new agent sooner. Typical processing time for the Secretary of State’s office is 1-2 business days.
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. Any Minnesota business entity that goes 60 days or more without a valid registered agent on file can be administratively dissolved. This is why it’s important to facilitate a smooth transition by giving your LLC ample time to change its agent.
Any replacement that your LLC brings in must meet Minnesota’s registered agent requirements. As a reminder, all Minnesota registered agents must:
An LLC might find it easiest to appoint one of its own members as registered agent and, while this is allowed, sometimes it’s best to outsource those duties to a professional service.
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 Minnesota 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 Minnesota 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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