There are a number of reasons you might need to change your North Carolina 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 North Carolina 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 North Carolina has certain requirements for changing your LLC’s registered agent. Any company that wants to change its registered agent must submit a Statement of Change of Registered Office and/or Registered Agent,” or a paper copy of its Annual Report. These document must be signed by the new registered agent.
The North Caroline General Statutes § 55D-31 have more information on the law behind these procedures, and the Secretary of State’s FAQ page offers insight into the Annual Report process.
You can’t pick just anyone to be a registered agent for your LLC. The state of North Carolina 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 North Carolina must:
* If your registered agent is a foreign business entity, it must be authorized to transact business in North Carolina
The most common method for changing a registered agent in North Carolina is by using the “Statement of Change of Registered Office and/or Registered Agent” form. You can find this form, among many others, on the Secretary of State Forms page.
This form requires the name and address of both your former and new registered agents as well as a signature from the latter. The filing fee is $5 and you can pay it with a check or money order made out to “North Carolina Secretary of State.”
You have two options for submission: postal mail or online through the PDF Upload Portal.
For mail, fill out a “Cover Sheet for Corporate Filings” (download this from the Forms page) and send it, with your form and payment, to:
Business Registration Division
PO Box 29622,
Raleigh, NC 27626-0622
Every business entity operating in North Carolina is required to file an Annual Report by April 15 of each year. If your registered agent change falls between Jan. 1 and Apr. 15, you can update the information on your Annual Report, but only if you’re filing on paper, as the registered agent need to physically sign the form. Learn more about filing your Annual Report 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? That’s all for now! The Secretary of State’s office normally processes mailed forms in 7-10 business days and online forms in 3-5. If you can’t wait that long, you can request 24-hour processing for $100 or same day processing for $200. Make this request on your Cover Sheet.
Think of your registered agent as a mediator between you and the state of North Carolina, 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 North Carolina 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 North Carolina 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 North Carolina 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 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 North Carolina 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 North Carolina 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 resignation is informing your LLC. North Carolina Statutes § 55D-32 mandates that every resigning registered agent first deliver written notice to their company. This is to ensure that the LLC has ample time to change its registered agent and avoid the penalties for operating without one. In reaching out beforehand, you can help develop a transition plan that makes the process smoother for everyone involved.
You will be asked to confirm this notification on your official resignation document with the Secretary of State.
Once you’ve broken the news to your LLC, it’s time to get your resignation officially underway. To resign, you must submit a Form BE-07: Statement of Resignation of Registered Agent. Find it on the Secretary of State’s Business Forms page.
Now that you’ve got your hands on the form, use a PDF editor (like Adobe Acrobat) or black/blue ink to fill it out with the following information:
This filing has no fee, so you won’t need to include a payment when you submit it. Simply mail it to:
Business Registration Division
PO Box 29622,
Raleigh, NC 27626-0622
Live in Raleigh? Need some fresh air? You can also drop it off in person at 2 South Salisbury St., Raleigh, NC 27601
If you want to conserve paper and file online, that’s also an option. After you complete your Statement of Resignation, you can use the PDF Upload Portal to submit it. You’ll need to create an account if you don’t already have one.
Once submitted, the Secretary of State’s office will process your filing within 5-7 business days. But if you’re short on time, they offer two options for expedited processing: 24-hour service for $100 or same-day service for $200. Your resignation won’t take effect until 31 days after it’s processed – unless your LLC appoints a new agent sooner – so be aware that you might still receive service of process for up to a 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. No North Carolina business entity can go without a registered agent for more than 60 days, or else they will be administratively dissolved by the state. Businesses that have been dissolved are prohibited from doing business in the state until they have reconciled their outstanding filings and applied for reinstatement.
As a reminder, any replacement your LLC brings on must meet North Carolina’s registered agent requirements, so they must:
An LLC is allowed to appoint one of its individual members as the registered agent, but many times, outsourcing the duties to a professional service can save time and stress.
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 North Carolina 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 North Carolina 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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